Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Narbeh Derhacobian ​ ​ 58 ​ ​ Chairman of the Board, Chief Executive Officer and Director ​ Ron Shelton ​ ​ 59 ​ ​ Chief Financial Officer and Director ​ Kevin Palatnik ​ ​ 63 ​ ​ Director Nominee ​ Hervé P. Fages ​ ​ 51 ​ ​ Director Nominee ​ Zac Hirzel ​ ​ 43 ​ ​ Director Nominee ​ Daniel B. Wolfe ​ ​ 44 ​ ​ Director Nominee ​ Ajit Medhekar ​ ​ 63 ​ ​ Director Nominee ​ Mr. Derhacobian has served as our Executive Chairman, Chief Executive Officer, President, and Secretary and as a member of our board of directors since inception. Mr. Derhacobian has over 25 years of experience in leading-edge technology companies. From 2007 to 2020, he was the President and Chief Executive Officer of Adesto Technologies (Nasdaq: IOTS), a provider of innovative semiconductor solutions for code and data storage applications (“Adesto”), leading the company from its founding and early financing rounds to IPO and its recent merger with Dialog Semiconductor PLC (XETRA:DLG) in 2020. Prior to its merger with Dialog Semiconductor PLC, Adesto had over 200 employees across the US, Europe, and Asia and served over 2,000 customers in industrial, consumer, communication, and medical segments. Under Mr. Derhacobian’s leadership, Adesto was selected as a Red Herring Top 100 North America winner for 2014 and was recognized as the Top Emerging Growth Company of 2019 by the Association of Corporate Growth in Silicon Valley. Mr. Derhacobian has extensive mergers and acquisitions experience with both public and private companies. Additionally, he has significant operational experience in complex organizations serving Fortune 100 customers. Mr. Derhacobian currently is a consultant and advisor to three private companies including Deep Vision Inc (2021 to present), Gyrfalcon Technologies Corporation (2020 to present) and InSemi Technology Corporation (2021 to present). Mr. Derhacobian’s prior experience also includes senior management roles at Advanced Micro Devices, Inc.(Nasdaq: AMD), a multinational semiconductor company, from 1995 to 2000, where he served as engineering manager, Virage Logic Corporation (Nasdaq: VIRL), a provider of semiconductor intellectual property, from 2000 to 2004 where he served as director of engineering, Cswitch from 2004 to 2006 where he served as director of technology development, and Silicon Storage Technology, Inc.(Nasdaq:SSTI) from 1994 to 1995 where he served as senior engineer. He has over 50 issued patents in the area of semiconductor devices. Mr. Derhacobian holds a Ph.D. in physics from UCLA (1992) and an MBA from the San Jose State University (1999). Mr. Shelton has served as our Chief Financial Officer, Treasurer and as a member of our board of directors since inception. Mr. Shelton has more than 25 years of experience as a Chief Financial Officer in the technology sector for both public and private companies. His experience ranges from emerging growth companies at Series A funding level to public companies with revenue over $1 billion. Most recently, Mr. Shelton served as the Chief Financial Officer of Adesto (Nasdaq: IOTS) from 2011 to 2020, leading it through the IPO, subsequent equity and debt financings, multiple strategic acquisitions, and eventually its sale to Dialog Semiconductor PLC (XETRA:DLG) in 2020. Mr. Shelton also has a significant transactional experience and has been involved in various transactions with an aggregate value of over $2 billion, including mergers and acquisitions, IPOs, debt and equity financings, joint ventures, strategic investments, and technology licensing. Mr. Shelton is currently a consultant for Hayden AI (2020 to present). Mr. Shelton’s prior experience includes Chief Financial Officer positions at GigOptix Inc.(NYSE MKT: GIG) (subsequently, GigPeak, Inc. (NYSE MKT: GGOX)) from 2009 to 2011, a consultant for various companies from 2007 to 2009 and Chief Financial Officer positions at Alien Technology, LLC from 2005 to 2007, Alliance Semiconductor (Nasdaq: ALSCE) from 2002 to 2005; EmpowerTel Networks and Lara Networks simultaneously from 1999 to 2002 and Cirrus Logic, Inc.(Nasdaq: CRUS) from 1996 to 1999. Mr. Shelton has a Bachelor in Economics from Stanford University (1983). 113 TABLE OF CONTENTS Mr. Palatnik will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Palatnik has served as Coherent, Inc. (Nasdaq: COHR)’s Executive Vice President and Chief Financial Officer since February 2016. Prior to that from August 2011 until its acquisition by Knowles Corporation (NYSE: KN) in July 2015, Mr. Palatnik served as the Chief Financial Officer of Audience, Inc., a provider of intelligent voice and audio solutions for mobile devices. Prior to that from April 2006 to November 2010, Mr. Palatnik held various roles at Cadence Design Systems, Inc.(Nasdaq: CDNS), an electronic design automation software company, including as its senior vice president and chief financial officer. Mr. Palatnik also served as a member of the board of directors and chair of the audit committee of Adesto (Nasdaq: IOTS) from September 2015 to July 2020. Mr. Palatnik received a B.S. in Industrial Engineering and Operations Research (1979) and a M.B.A. (1980) from Syracuse University. Mr. Fages will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Fages has more than 25 years of industrial market experience. In March 2019, he joined Evoqua Water Technologies (NYSE: AQUA), a provider of water and wastewater treatment solutions, as the Executive Vice President, Applied Product Technologies Segment President. From 2019 to 2020, Mr. Fages served as a member of the board of directors of Adesto (Nasdaq: IOTS). From July 2017 to March 2019, Mr. Fages was the President, Connected Building and Building Management Systems, at Honeywell International, Inc. (NYSE: HON). From May 2004 to July 2017, Mr. Fages served in various managerial and business development roles at Schneider Electric S. E. (PAR: SU.PA), including as CEO of its Pelco business unit, a security and surveillance technologies provider. At Schneider Electric, Mr. Fages led M/A transactions valued over $2 billion. Mr. Fages holds a B.S. in Marketing and Business Administration (1989) from University of Montpellier, France. Mr. Fages also attended the Executive Program in Strategic Marketing at Oxford University (2004), the Executive Program in Business Transformation at Harvard Business School (2011) and the Executive Program in Finance for Executives at Sandford University (2013). Mr. Fages currently serves on the board for Mission 500, a nonprofit that works closely with the security industry to serve the needs of children living in severe poverty across the United States. Mr. Hirzel will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Hirzel has nearly 20 years of experience as an analyst, portfolio manager and advisor to corporations. He has managed several funds as President and Portfolio Manager of Hirzel Capital LLC since 2019. From 2008 to 2019 he managed several funds as President and Portfolio Manager of Hirzel Capital Management LLC. Mr. Hirzel previously worked at Precept Capital Management from 2004 to 2008 and Sanford C. Bernstein & Co. from 2000 to 2002. He served on the Board of Directors of Hawaiian Holdings (NYSE: HA) and Hawaiian Airlines from 2014 to 2016 as well as several non-profit organizations including YPO Dallas, Great Investors’ Best Ideas Foundation, and the Alternative Asset Management Center at SMU. Mr. Hirzel holds a BBA from the Price College of Business at the University of Oklahoma (1999). He also holds an MBA from the Cox School of Business at SMU (2004), where he was a Cox Distinguished Scholar and the SMU Outstanding Young Alumnus in 2014. Mr. Wolfe will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Wolfe has served as President of 180 Degree Capital Corp. (Nasdaq: TURN) since January 2009, as Chief Financial Officer and Chief Compliance Officer since July 2016, and as Portfolio Manager and a member of 180 Degree Capital Corp.’s Board since March 2017. He served in varying other positions within 180 Degree Capita’s predecessor company, Harris & Harris Group, Inc., since 2004. Mr. Wolfe led efforts to build an alternative investment platform within Harris & Harris Group, including PIPEs, publicly traded securities and debt. He has served as a member of the Board of Directors of multiple privately held and publicly traded companies. Prior to joining Harris & Harris Group, he served as a consultant to Nanosys, Inc., CW Group and to Bioscale, Inc. while completing his graduate studies at Harvard University. He graduated from Rice University (B.A.), where his honors included the Zevi and Bertha Salsburg Memorial Award in Chemistry and the Presidential Honor Roll, and from Harvard University (A.M., Ph.D., Chemistry), where he was a NSF Predoctoral Fellow. Mr. Medhekar will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Medhekar’s career spans over 25 years of experience as an investor, advisor, board member, executive and entrepreneur in several leading-edge technology sectors. He currently serves on the boards of Analog Inference (2018 – present), PayActiv (2012 – present), Excelfore 114 TABLE OF CONTENTS (2012 – present) and ReoLab (2014 to present). From 2007-2011 he was a Venture Partner at ARCH Venture Partners and served on the boards of Artificial Muscle (2008 – 2010, acquired by Bayer Material Science), MobileVerbs and (2009 – 2010, acquired by iLoop Mobile). He also served as a board observer and advisor to Adesto Technologies (Nasdaq: IOTS) (2007 – 2015). Prior to joining ARCH, he was the President and CEO of Silicon Bandwidth (2003 – 2005). He founded Lara Technology in 1997 and was its Chairman and CEO, leading its two divisions, Lara Networks and emPowerTel Networks to acquisitions by Cypress Semiconductor (Nasdaq:CY) (2000) and IPUnity (2001) respectively. Prior to that he was the Vice President of Memory Products at Alliance Semiconductor (Nasdaq: ALSC) from 1989 to 1995. Mr. Medhekar has been an active angel investor since 1995, including with the Band of Angels (2006 – 2014) and Sand Hill Angels (2006 – 2010). Mr. Medhekar is currently an advisor to HealthJump (2016 – present) and ProdermIQ (2019 – present). Mr. Medhekar earned his Master’s and Bachelor’s degrees in Electrical Engineering from the MIT in 1980 and has been granted 13 patents in the field of semiconductors and integrated circuit design. Number and Terms of Office of Officers and Directors We will have seven directors upon completion of this offering. In accordance with the NYSE 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 the NYSE. 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 a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Director Independence The NYSE 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. Palatnik, Fages, Medhekar and Hirzel are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $20,000 per month for office space, utilities and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. 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. 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 payments, 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 identifying and consummating an initial business combination. 115 TABLE OF CONTENTS 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 initial 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 initial 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. 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 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 officers and directors that provide for benefits upon termination of employment. 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 NYSE 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 the NYSE rules 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. Palatnik, Fages and Hirzel will serve as members of our audit committee, and Mr. Palatnik will chair the audit committee. Under the NYSE 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. Each of Messrs. Palatnik, Fages and Hirzel meet the independent director standard under the NYSE 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. Palatnik 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 registered public accounting firm engaged by us; ​ • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ​ • 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 registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (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 ​ 116 TABLE OF CONTENTS 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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • 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 registered public accounting firm, 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 accounti