Our officers, directors and director nominees are as follows: Name Age Position James Huang Chief Executive Officer and Director Chrystyna Bedrij Stecyk Vice President Mark Kayal Chief Financial Officer and Secretary Robert Simonds General Counsel, Assistant Secretary, Vice President and Director Samuel Broder Director Nominee James Collins Director Nominee James Huang is Orion’s Chief Executive Officer and serves on Orion’s board of directors. Mr. Huang is the Founding Managing Partner of Panacea and has over 30 years of experience in the healthcare sector as a successful entrepreneur, investor, and an opinion leader. Mr. Huang is also a managing partner of Kleiner Perkins Caufield & Byers China. He has co-founded and/or financed several innovative life sciences companies, including GenScript (HK:1548), Sutro Biopharma (NASDAQ: STRO), Legend Biotech (NASDAQ: LEGN), Zai Lab (NASDAQ: ZLAB), and Zhaoke Ophthalmology (IPO filed in HKSE). Mr. Huang joined Kleiner Perkins Caufield & Byers China in 2011 and focuses on the firm’s life sciences practice. Prior to this, Mr. Huang was a Managing Partner at Vivo Ventures, a Venture Capital firm specializing in life sciences investments. Before joining Vivo Ventures in 2007, Mr. Huang was president of Anesiva, a biopharmaceutical company focused on pain-management treatments. During his 20-year career in the pharmaceutical and biotechnology industry, he also held senior roles in business development, sales, marketing and R&D with Tularik Inc. (acquired by Amgen), GlaxoSmithKline LLC, Bristol-Meyers Squibb and ALZA Corp. (acquired by Johnson & Johnson). Mr. Huang is Chairman of the Board at Eden Biologics, TriArm Therapeutics, XW Pharma, Ziopharm Oncology (NASDAQ: ZIOP), Windtree Therapeutics (NASDAQ: WINT) and serves as a director on the boards of OncXerna, CASI Pharma (NASDAQ: CASI), Tactiva Therapeutics and Kindstar Global. Mr. Huang invested in GenScript (HK: 1548), including its subsidiary Legend Biotech (NASDAQ: LEGN), when it was a small U.S. venture backed company, participating in its growth into a revenue-generating company with a multi-billion dollar valuation and public listings on the Hong Kong Stock Exchange and Nasdaq. Mr. Huang received an M.B.A. from the Stanford Graduate School of Business and a B.S. degree in chemical engineering from the University of California, Berkeley. Chrystyna Bedrij Stecyk is a Vice President of Orion. Ms. Bedrij Stecyk is a Co-Founder and Principal of Griffin Securities, an equity research and investment banking firm specializing in biotechnology, technology, and energy. She has over 20 years of experience in biotechnology as a research analyst, investment banker, business development professional, and incubator of new biotechnology companies. Her experience spans multiple therapeutic areas, including oncology, rare disease, and the central nervous system across a wide range of modalities. In 2013 she incubated and co-founded Agilis Therapeutics, which was purchased by PTC Therapeutics in 2018 for approximately $1 billion in cash, stock, and milestones, excluding royalties. She is also co-founder and manager of several new private companies focused on developing state-of-the-art therapeutics. Ms. Bedrij Stecyk has served on the board of directors of Vaccinex (NASDAQ: VCNX) since May 2020 and is a member of the audit committee. She has a Master of Business Administration in Finance from New York University’s Leonard N. Stern of Business and a Bachelor of Arts in Economics from Vassar College. Mark Kayal is Orion’s Chief Financial Officer and Secretary. Mr. Kayal is the Senior Controller of MSD Partners. Prior to joining MSD Partners in 2011, Mr. Kayal was a Senior Auditor at PricewaterhouseCoopers LLP in the Banking and Capital Markets Practice. Mr. Kayal is the Head of Valuation and oversees the MSD Partners accounting and valuation teams. Mr. Kayal holds a Bachelor of Science in Accounting & Philosophy from the University of Scranton. Mr. Kayal is a Certified Public Accountant in the State of New York and is a member of the American Institute of Certified Public Accountants. Samuel Broder, M.D. has agreed to serve on our board of directors. Prior to his retirement, Dr. Broder was Senior Vice President from 2012 to June 2016 and Head of the Health Sector from 2015 to June 2016 for Intrexon Corporation, a synthetic biology company. Prior to Intrexon, he served as the Executive Vice President for 109 Table of Contents Medical Affairs and Chief Medical Officer at Celera Corporation from 1998 to 2010. Prior to Celera, Dr. Broder served as Senior Vice President, Research and Development and Chief Scientific Officer at IVAX Corporation from 1995 to 1998. Dr. Broder served as the director of the National Cancer Institute from 1989 to 1995 appointed by President Ronald Reagan, where he oversaw the development of numerous anti-cancer therapeutic agents. Dr. Broder has served as a member of the board of directors of Sensei Biotherapeutics since April 2019. Dr. Broder received a B.S. from University of Michigan and an M.D. from the University of Michigan Medical School, with post-graduate training at Stanford University in Palo Alto. James Collins, Ph.D., has agreed to serve on Orion’s board of Directors. Dr. Collins is the Termeer Professor of Medical Engineering & Science and Professor of Biological Engineering at the Massachusetts Institute of Technology (MIT), as well as a Member of the Harvard-MIT Health Sciences & Technology Faculty. He is also a Core Founding Faculty member of the Wyss Institute for Biologically Inspired Engineering at Harvard University, and an Institute Member of the Broad Institute of MIT and Harvard. He is one of the founders of the field of synthetic biology, and his research group is focused on using synthetic biology to create next-generation diagnostics and therapeutics. Dr. Collins has co-founded several biotechnology and life sciences companies, including Synlogic (NASDAQ: SYBX), Cellarity, Senti Biosciences, and Sherlock Biosciences. He serves on the Board of Directors of Cellarity, Sherlock Biosciences, and Fulcrum Therapeutics (NASDAQ: FULC). Dr. Collins also serves on the Scientific Advisory Board of multiple biotechnology and life sciences companies, including Synlogic, Senti Biosciences, Shape Therapeutics, and Danaher Corporation (NYSE: DHR). Dr. Collins has received numerous awards for his research in biotechnology, including a MacArthur “Genius” Award, the Dickson Prize in Medicine, and a NIH Director’s Pioneer Award. He is an elected member of all three national academies — the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine — in addition to the American Academy of Arts & Science and the National Academy of Inventors. Dr. Collins received a B.A. in physics from the College of the Holy Cross and a doctorate in medical engineering from the University of Oxford, where he was a Rhodes scholar. Robert Simonds is the General Counsel, Assistant Secretary, Vice President and a member of our board of directors. Mr. Simonds is the General Counsel and Chief Compliance Officer of MSD Partners. He joined MSD Partners in February 2015. Immediately prior to MSD Partners, he was the General Counsel and Chief Compliance Officer of Saba Capital Management. Prior to Saba, Mr. Simonds worked as the General Counsel, Chief Compliance Officer and COO of Talpion Fund Management, L.P., as well as the Chief Compliance Officer, Head of Litigation and Corporate Counsel at Silver Point Capital. He began his legal career as a litigation associate at Cravath, Swaine & Moore, which he joined in 2003 after completing a federal clerkship on the U.S. Court of Appeals for the Third Circuit. Mr. Simonds received a B.A. from Hamilton College, an Ed.M from Harvard University Graduate School of Education and a J.D. from Columbia Law School. 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 general meeting) serving a three-year term. The term of office of the first class of directors, consisting of , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , will expire at our third annual general meeting. 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 appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 110 Table of Contents Our officers are appointed by the board of directors on such terms, to perform such duties, and subject to such provisions as to disqualification and removal as the board of directors may think fit, as provided for in our amended and restated memorandum and articles of association. 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 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. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, administrative support and other services provided to us in the amount of up to $10,000 per month. 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 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 111 Table of Contents 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. will serve as members of our audit committee. will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 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 registered public accounting firm; • 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 registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (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 shareholders, 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. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be , and will serve as chairman of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; 112 Table of Contents • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. 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 , and will serve as chairman of the compensation committee. We will adopt a comp