Our officers, directors and director nominees are as follows: Name Age Position Scott Feuer 54 Chief Executive Officer and Director Bryan Crino 56 President and Director Joseph Passero 51 Chief Financial Officer Alan Gold 60 Director Nominee Tim Main 63 Director Nominee R. David Kretschmer 61 Director Nominee Randy Parker 61 Director Nominee Scott Feuer, our Chief Executive Officer, has spent over 30 years advising, leading, and investing in middle-market enterprises. Currently, Mr. Feuer has served as co-founder and Managing Director of Skyway Group Private Equity, since December 2017, which was recently rebranded to SCP & CO in 2020, a Tampa-based private investment group focused on healthcare, technology, human capital and commercial real estate. In conjunction with this role, Mr. Feuer has served as Co-Founder and Co-Chairman of Curis Holdings, LLC since September 2006, including Mission Health Communities and its affiliates; Co-Founder and Co-Chairman of Harmony Healthcare, LLC since June 2010; and Co-Chairman of Enablewise, LLC (d/b/a Concertium and Captain’s Chair IT) since December 2017. Previously, Mr. Feuer was Chief Executive Officer and Co-Founder of Skyway Capital Partners, a Florida-based merchant bank focused on providing investment banking advisory services through its wholly-owned subsidiary Skyway Capital Markets(f/k/a Skyway Advisors, a FINRA/SEC registered broker-dealer) and making highly selective principal investments. Prior to Skyway Capital Partners, Mr. Feuer was Senior Vice President and co-founder of the Converging Media Group at Communications Equity Associates (“CEA”), where he gained substantial experience advising media, entertainment, technology and real estate related companies on investment banking related matters. Prior to CEA, Mr. Feuer was employed by the Walt Disney Company (NYSE: DIS) in Business Planning & Development. Mr. Feuer has also worked at Kenneth Leventhal & Company (now a part of Ernst & Young) and Butcher and Company (now a part of Wells Fargo). Mr. Feuer holds a B.A. in History from the University of Pennsylvania, a B.S.E. in Finance from the Wharton School of Business, and an M.B.A. from the University of Chicago, Booth School of Business. We believe Mr. Feuer is well qualified to serve on our board of directors due to his extensive banking advisory experience and investment experience in the healthcare industry. Bryan Crino, our President, has spent over 30 years advising, leading, and investing in middle-market enterprises. Currently, Mr. Crino has served as co-founder and Managing Director of Skyway Group Private Equity, since December 2017, which was recently rebranded to SCP & CO in 2020, a Tampa-based private investment group focused on healthcare, technology, and commercial real estate. In conjunction with this role, Mr. Crino has served as: Co-Founder and Co-Chairman of Curis Holdings, LLC, Mission Health Communities and its affiliates since September 2006; Co-Founder and Co-Chairman of Harmony Healthcare, LLC since June 2010; and Co-Chairman of Enablewise, LLC (d/b/a Concertium and Captain’s Chair IT) since December 2017. Previously, Mr. Crino was President and Co-Founder of Skyway Capital Partners, a Florida-based merchant bank focused on providing investment banking advisory services through its wholly-owned subsidiary Skyway Capital Markets (f/k/a Skyway Advisors, a FINRA/SEC registered broker-dealer) and making highly selective principal investments. Prior to Skyway Capital Partners, Mr. Crino served as Senior Vice President and co-founder of the Converging Media Group at Communications Equity Associates (“CEA”), where he gained substantial experience advising media, broadcasting and technology related companies on investment banking related matters. Mr. Crino has executed numerous transactions including mergers & acquisitions advisory, as well as private placements of equity and debt securities. Prior to CEA, Mr. Crino practiced law in the Corporate Finance and Mergers and Acquisitions groups at Schiff, Hardin & Waite in Chicago, Illinois. Mr. Crino holds a BBA 119 Table of Contents Index to Financial Statements from the University of Texas, a law degree with honors from the University of Illinois, where he served as an editor of The Law Review, and an M.B.A from the Kellogg School of Management. We believe Mr. Crino is well qualified to serve on our board of directors due to his extensive banking advisory experience and investment experience in the healthcare industry. Joseph Passero, our Chief Financial Officer, has spent over 25 years advising, leading, and investing in middle-market enterprises. Since June 2015, Mr. Passero has served as a Principal of Skyway Group Private Equity, which was recently rebranded to SCP & CO in 2020, a Tampa-based private investment group focused on healthcare, technology, and commercial real estate. During his tenure with SCP & CO, Mr. Passero has served as both permanent and interim Chief Financial Officer with several SCP & CO portfolio companies. Prior to joining SCP & CO, Mr. Passero was a Vice President at Skyway Capital Partners, a Florida-based merchant bank focused on providing investment banking advisory services and making highly selective control principal investments. At Skyway, Mr. Passero principally delivered substantial back-office operational expertise to Skyway portfolio companies with a focus on building and optimizing financial reporting systems and human resource management systems. Prior to joining Skyway in July 2004, Mr. Passero was an investment banking professional in the Converging Media Group for Tampa-based Communications Equity Associates (“CEA“). Mr. Passero has considerable operational experience which includes the launch and leadership of a division of a large PEO focusing on the service and hospitality businesses, and P&L responsibility a medical device company where he was the Chief Operations Officer. Mr. Passero holds a B.S., Political Science, from Yale University. Alan D. Gold, one of our directors as of the effective date of the registration statement of which this prospectus forms part, serves as executive chairman of Innovative Industrial Properties’ (NYSE: IIPR) board of directors since its formation in June 2016. He is also the executive chairman of IQHQ, a REIT servicing clients in the life science and pharmaceutical industries. Mr. Gold served as chairman, chief executive officer, and president of BioMed Realty Trust, Inc. (formerly NYSE: BMR), a REIT specializing in acquiring, leasing, developing and managing laboratory and office space for the life science industry, from its inception in 2004 through the sale of the company to affiliates of Blackstone Real Estate Partners VIII L.P. in January 2016. Mr. Gold also served as chairman, president and chief executive officer of BioMed Realty’s privately-held predecessor, Bernardo Property Advisors, Inc., from August 1998 until August 2004. In addition, Mr. Gold was a co-founder and served as president and a director of Alexandria Real Estate Equities, Inc., a NYSE-listed urban office REIT, from its predecessor’s inception in 1994 until August 1998. Mr. Gold served as managing partner of GoldStone Real Estate Finance and Investments, a partnership engaged in the real estate and mortgage business, from 1989 to 1994. He also served as assistant vice president of commercial real estate for Northland Financial Company, a full service commercial property mortgage banker, from 1989 to 1990 and as real estate investment officer – commercial real estate for John Burnham Company, a regional full service real estate company, from 1985 to 1989. From December 2013 to June 2016, Mr. Gold served on the board of directors and as a member of the nominating and compensation committees of CatchMark Timber Trust, Inc. (NYSE: CTT), a publicly traded REIT focused on timberland ownership. From August 2011 to March 2013, Mr. Gold also served on the board of directors and as a member of the audit committee of American Assets Trust, Inc. (NYSE: AAT), a publicly traded REIT focused on acquiring, developing and managing retail, office, multifamily and mixed-use properties. Mr. Gold currently serves as a member of the board of trustees for the Salk Institute for Biological Studies, a research organization dedicated to fundamental research in biology and its relation to health, a. Mr. Gold received his Bachelor of Science Degree in Business Administration and his Master of Business Administration from San Diego State University. We believe Mr. Gold is well qualified to serve on our board of directors due to his board experience and asset management and investment experience. Tim Main, one of our directors as of the effective date of the registration statement of which this prospectus forms part, was appointed Chairman of Jabil Inc. (NYSE: JBL) in January 2013. He has also served as a member of the board of directors for Quest Diagnostics (NYSE: DGX) since January 2014. Mr. Main previously served as Jabil’s CEO from September 2000 until 2013, as President from January 1999 until 2013, and has served as a director since October 1999. As CEO, Mr. Main led Jabil’s growth strategy, increasing annual revenues nearly fivefold to reach $17 billion in 2012, and expanding in Asia and other emerging markets. He joined Jabil in April 120 Table of Contents Index to Financial Statements 1987 as a production control manager, was promoted to operations manager in September 1987, to project manager in July 1989, to vice president, business development in May 1991, and to senior vice president, business development in August 1996. Prior to joining Jabil, Mr. Main was a commercial lending officer, international division for the National Bank of Detroit. Mr. Main has earned a BS from Michigan State University and an MA in international management from the American Graduate School of International Management (Thunderbird). We believe Mr. Main is well qualified to serve on our board of directors due to his board experience in the manufacturing and healthcare industries. R. David Kretschmer, one of the directors as of the effective date of the registration statement of which this prospectus forms part, is the Chief Investment Officer for North Bristol Partners LLC, a Santa Monica based family office, and is a senior advisor on healthcare and corporate finance for a $10 billion + management consulting firm. Mr. Kretschmer previously worked for Surgery Partners (NASDAQ: SGRY) from February 2018 to April 2019, a multi-specialty ambulatory surgical center company, as executive vice president of strategy and transformation. Under his leadership, growth accelerated as same store revenue increased by 7.5%. As Surgery Partners’ strategy increasingly pivoted to orthopedic surgeons and procedures, physician recruitment increased by over 20% year over year, with correlated case volume and revenue more than doubling. Mr. Kretschmer also led the managed care contracting team’s efforts, including the introduction of bundled orthopedic procedures. As the leader of revenue cycle management Mr. Kretschmer consolidated two regional business offices into a corporate shared service center which served many of Surgery Partners’ 125 surgical facilities as well as its physician and anesthesiology practices while also moving more than 90% of facilities onto a common clearinghouse, improving both efficiency and data flow. Prior to Surgery Partners Mr. Kretschmer, served as senior vice president, treasurer, and CIO for Anthem, Inc. (NYSE: ANTM) from January 2005 to February 2019. During his over 25-year career at Anthem, Inc. (formerly WellPoint Inc.), Mr. Kretschmer was responsible for a multitude of functions including corporate development, corporate real estate, and risk management. As chief investment officer of WellPoint, Mr. Kretschmer oversaw $24 billion of insurance investments and $5 billion of retirement assets. Mr. Kretschmer helped lead WellPoint’s IPO in 1993 and subsequently managed WellPoint’s capital structure including over $45 billion of debt issuance, a $1.25 billion equity unit issue, and repurchased over $35 billion of WellPoint’s stock. In conjunction with his role Mr. Krestchmer established a private equity incubation program to partner with select private equity firms to socialize portfolio companies throughout Anthem’s operations resulting in business opportunities for portfolio companies. Mr. Kretschmer also initiated an internally managed venture fund which invested in companies supporting Anthem strategic initiatives. As head of corporate development, WellPoint executed over $7 billion of transactions including the acquisition of Amerigroup which transformed WellPoint’s focus to the government sector (Medicare and Medicaid). Prior to joining Anthem, Mr. Kretschmer held various corporate finance roles at Great Western Investment Advisors, The Times Mirror Company, and Chrysler Corporation (NYSE: FCAU). In addition to his current roles, Mr. Kretschmer serves on the boards of Trailer Bridge, Inc., a shipping and integrated logistics company, and CF Furniture, an international furniture manufacturing and logistics organization. Mr. Kretschmer serves on the board of the Nashville Wine Auction, an organization dedicated to uniting the wine community to raise funds to fight cancer. Mr. Kretschmer received his BA in economics from The George Washington University in 1980 and his MBA from the University of Chicago Graduate School of Business (Booth) in 1982. We believe Mr. Kretschmer is well qualified to serve on our board of directors due to his investment experience and experience in the healthcare industry. Randy Parker, one of our directors as of the effective date of the registration statement of which this prospectus forms part, is the founder & CEO of GeniusRx, a full-service digital pharmacy that simplifies the process of managing medications through a combination of convenient packaging, modern technology, and personalized service, since its inception in January 2020. He brings more than 30 years of experience starting and building successful, disruptive, consumer-focused companies using the latest technologies. Randy is the Founder & was the former CEO of the telemedicine company MDLIVE from 2009 to 2016 where he has established deep industry relationships at the highest levels with a broad range of the country’s premier health organizations. 121 Table of Contents Index to Financial Statements Prior to MDLIVE, he served as CEO of several other companies including Flexplay Technologies, Clear-Vu Products, and Entertainment Resource. Randy has a degree in Business and Public Administration from New York University. We believe Mr. Parker is well qualified to serve on our board of directors due to his leadership and board experience in the healthcare industry. Advisors Mohit Kaushal is currently a senior advisor at General Atlantic and has had an extensive career within investing, technology, clinical medicine/academia and public policy. Dr. Mohit has been an investor in Humedica (acquired by Optum Health), Rxante (acquired by Millennium), Change Healthcare (acquired by Emdeon), and Wellframe. Dr. Mohit is a board member of Rxante (acquired by Millennium), Gravie, Insight Psychiatry and Oak Street Health (NYSE: OSH) and previously has served as a board member of Universal American (NYSE: UAM) (acquired by WellCare (NYSE:WCG)), and Citius Tech (acquired by Baring). Dr. Mohit has been an investor in Humedica (acquired by Optum Health), Rxante (acquired by Millennium), and Change Healthcare (acquired by Emdeon). During the Obama administration, Dr. Kaushal was a member of the White House Health IT task force, a cross agency team implementing the technology aspects of the Affordable Care Act, during which time Dr. Kaushal testified to Congress on the application of technology and payment reform to the Medicare population. Dr. Kaushal also built and led the first dedicated health care team at the Federal Communications Commission, where his team initiated collaboration with the Food and Drug Administration for the regulatory streamlining of converged telecommunications, data analytics and medical devices leading to the release of the mobile medical applications guidance by the FDA. In addition, his team reformed the Rural Healthcare Fund Program to create the Healthcare Connect Fund, which aligned the funding mechanism with wider health care payment policy and technology reform. Dr. Kaushal is an adjunct professor at Stanford University with a joint position within the newly created biomedical data science department and the medical school’s clinical excellence research center. Dr. Kaushal continues to be active within public policy and is a scholar in residence at the Duke Margolis Center for Health Policy. Dr. Kaushal was previously a visiting scholar at the Brookings Institution. He has also been appointed to the Food and Drug Administration Safety and Innovation Act Workgroup of Health IT Policy Committee and to the National Committee on vital and health statics, advising the U.S. Department of Health and Human Services on data access and use. Dr. Kaushal is an ER physician, holds an MBA from Stanford and an MD with distinction from Imperial College of Science, Technology and Medicine, London. We currently expect our advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide their business insights when we assess potential business combination targets and (iii) upon our request, provide their business insights as we work to create additional value in the businesses that we acquire. In this regard, they will fulfill some of the same functions as our board members. However, they have no written advisory agreement with us. Additionally, except as disclosed under “Principal Stockholders” and “Certain Relationships and Related Party Transactions,” our advisors have no other employment or compensation arrangements with us. Moreover, our advisors will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if any of our advisors becomes aware of a business combination opportunity which is suitable for any of the entities to which he has fiduciary or contractual obligations (including other blank check companies), he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. Number and Terms of Office of Officers and Directors Our board of directors consists of six members 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 stockholders) serving a three-year term. In accordance with Nasdaq corporate governance 122 Table of Contents Index to Financial Statements requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Messrs. Gold and Main, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Kretschmer and Parker, will expire at the second annual meeti