Our officers, directors and director nominees are as follows: Name Age Position Charles Alutto 55 Chief Executive Officer Robert Ryder 60 Chief Financial Officer and Secretary Richard Burke 56 Executive Co-Chairman and Director Nominee* Kenneth L. Campbell 64 Executive Co-Chairman and Director Nominee* Ross Berner 55 Chief Operating Officer Scott Daum 48 President Geoff Hoffman 39 Director * This individual will occupy the position of director on the effective date of the registration statement of which this prospectus is a part. Charles Alutto has served as our Chief Executive Officer since inception. Mr. Alutto also serves as the Chief Executive Officer of Alutto Consulting, a consulting firm helping companies focus on long-term organic growth and creating sustainable stockholder value. Previously, Mr. Alutto was President and Chief Executive Officer of Stericycle Inc. (NASDAQ: SRCL), or Stericycle, a compliance company that specializes in collecting and disposing regulated substances, such as medical waste and pharmaceuticals, from 2013 to 2019. His previous roles at Stericycle included serving as President, Stericycle, US Healthcare Compliance Solutions from 2010 to 2013, Vice President & Managing Director of Stericycle Europe from 2008 to 2010, Vice President of Healthcare Sales & Marketing from 2007 to 2008, and Area Vice President of Operations from 2004 to 2007, Area Vice President of Sales from 1999 to 2004, and Director of Sales and Marketing from 1997 to 1999. Before joining Stericycle, Mr. Alutto worked at Environmental Control Co., a medical waste and compliance service provider, from 1988 to 1997. Mr. Alutto served on Stericycle’s board of directors from 2012 to 2019, and currently serves as an independent board member and a member of the compensation committee of Road Safety Services, Inc., a provider of road striping and safety services. Mr. Alutto earned a B.S. in Finance from Providence College, RI and an M.B.A. from Saint John’s University, Queens, NY. In June of 2017 and July of 2019, the SEC issued subpoenas to Stericycle, requesting documents and information relating to Stericycle’s compliance with the Foreign Corrupt Practices Act of 1977, as amended, or other foreign or domestic anti-corruption laws with respect to certain of Stericycle’s operations in Latin America. In addition, the U.S. Department of Justice, or DOJ, notified Stericycle that it was investigating this matter in parallel with the SEC. We understand that the SEC and DOJ investigations are ongoing. We have no reason to believe that Mr. Alutto was the target of any such investigation, and is informed that he was not interviewed or deposed by any governmental agencies in connection therewith. Robert Ryder has served as our Chief Financial Officer since inception and as our Secretary since February 2021. Mr. Ryder also currently serves as the Chief Executive Officer of Horsepower Advisors LLC, a consulting firm focused on improving client’s stockholder value. From 2019 to 2020, he served as the interim Chief Financial Offer of Resideo Technologies, Inc. (NYSE: REZI), a public spin-off company of Honeywell International Inc. and a leading global provider of critical comfort and security solutions primarily in residential environments. From 2007 to 2015, Mr. Ryder served as Chief Financial Officer of Constellation Brands, Inc. (NYSE: STZ), a global beer, wine and spirit company. Prior to Constellation Brands, Inc., he was Chief Financial and Administrative Officer at International Management Group (IMG), a private equity-owned, global sports, events and talent management company, from 2005 to 2006. Previously, Mr. Ryder was Chief Financial Officer at American Greetings Corporation (formerly NYSE: AM) from 2002 to 2005. At the start of his career, Mr. Ryder spent seven years at PricewaterhouseCoopers in New York City and then spent 13 years with PepsiCo, Inc. (NASDAQ: PEP). During his time with PepsiCo, Inc., he had extensive domestic and international leadership positions in financial and strategic planning, control and acquisitions including serving as the Vice President of Strategic Planning for Frito-Lay International, Chief Financial Officer of Frito-Lay European Developing Markets and Controller for Frito-Lay 100 America. In 2014, Mr. Ryder was ranked among the top five S&P 500 Chief Financial Officers by the Wall Street Journal. He was also named the No. 1 Chief Financial Officer in the beverage industry by Institutional Investor magazine in 2015. Robert earned his B.S. from University of Scranton, graduating magna cum laude and a CPA in Pennsylvania. Richard Burke has served as our Executive Co-Chairman since February 2021. Mr. Burke will serve as a member of our board of directors following the completion of this offering. Mr. Burke most recently served as Chief Executive Officer of Advanced Disposal (formerly NYSE: ADSW) from 2014 until the company’s sale to Waste Management, Inc. (NYSE: WM), or WM, in 2020. Before serving as Chief Executive Officer, he served as President from 2012 to 2014. He joined Advanced Disposal following the acquisition of Veolia Environmental Services Solid Waste in 2012, where he was President and Chief Executive Officer of Veolia Environmental Services North America, or Veolia, since 2007. Mr. Burke began his employment with Veolia in 1999 as Area Manager for the Southeast Wisconsin area. He served as Regional Vice President for the Eastern and Southern markets until he was appointed Chief Executive Officer. Prior to joining Veolia, Mr. Burke spent 12 years with WM in a variety of leadership positions. He currently serves on the board of directors of ECP Environmental Growth Opportunities Corp. (NASDAQ: ENNV), a blank check company, US Ecology, Inc. (NASDAQ: ECOL), a provider of solid waste collection and management services, the Environmental Research and Education Foundation, K9s for Warriors, and in 2019, was appointed to serve on the Florida Transportation Commission. Mr. Burke holds a bachelor’s degree from Randolph Macon College. We believe Mr. Burke is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and broad experience. Kenneth L. Campbell has served as our Executive Co-Chairman since February 2021 and will serve as a member of our board of directors following the completion of this offering. Mr. Campbell’s career has focused on managing companies through financial restructurings and operational turnarounds as well as through strategic mergers, acquisitions and divestitures. Mr. Campbell served as a director of Matlin & Partners Acquisition Corp. (formerly NASDAQ: MPAC) from 2017 to 2018. Between 2003 and 2011, he served as a senior officer of several MatlinPatterson portfolio companies, and for a time was an investment partner of the firm. From 2008 until 2011, he served as Chief Executive Officer and a director of Standard Pacific Homes (formerly NYSE: SPF), subsequently CalAtlantic Group, Inc. (formerly NYSE: CAA), a publicly-traded home builder, which was subsequently sold to Lennar Corporation (NYSE: LEN). He was an investment partner of MatlinPatterson from 2007 to 2008. From 2006 to 2007, Mr. Campbell served as Chief Executive Officer and a director of Ormet Corporation, an aluminum manufacturer. From 2003 to 2006, Mr. Campbell served as Chief Financial Officer of RailWorks Corporation, a railroad construction. Mr. Campbell has spent over 20 years serving in various restructuring roles at companies with significant operational and/or financial difficulties. We believe Mr. Campbell is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and broad experience. Ross Berner has served as our Chief Operating Officer since February 2021. Mr. Berner previously served as Chief Operating Officer and director of Live Oak Acquisition Corp. (formerly NYSE: LOAK), which merged with Danimer Scientific, Inc. (NYSE: DNMR) in December 2020. Mr. Berner has significant experience in investment management, mergers and acquisitions and corporate finance. Mr. Berner was a founding partner at PCO Investment Management L.P., an investment management company, from 2013 to 2016. He served as partner and portfolio manager at Weintraub Capital Management, L.P. from 1999 to 2012, where he oversaw investments in special situations and event-driven opportunities across all industries. Mr. Berner was also a co-founder of United Road Services (formerly NASDAQ: URSI), which has its initial public offering in 1997 and became one of the largest non-union car-hauling companies in the United States, was acquired by Charterhouse Financial in 2000 and is currently owned by private equity firm The Carlyle Group. Mr. Berner co-founded Fenix Parts, Inc. (formerly NASDAQ: FENX), a consolidator of recycled auto parts, in 2014, which completed its initial public offering in 2015 and was taken private in 2018. Mr. Berner received an M.B.A. from Columbia University and a B.A. degree in Economics from Northwestern University. Scott Daum has served as our President since February 2021. Mr. Daum is currently a partner at Parallel49 Equity, a position he has held since 2013. He started at Parallel49 Equity in 2005. From 1995 to 2005, he worked at GE Capital, ultimately serving as Senior Vice President. Mr. Daum is the Chairman of the board and compensation committee of Road Safety Services, Inc., a provider of road stripting and safety services. Mr. Daum is also a board 101 member and compensation committee member of Tiger Calcium Services Inc. and is a board member and audit committee member of Gold Standard Baking, Inc. and Questco, LLC. Mr. Daum obtained a Bachelor of Science degree in Business Administration from John Carroll University in Cleveland, Ohio, graduating summa cum laude, and obtained a Masters of Business Administration, with honors, from the University of Chicago Booth School of Business. Geoff Hoffman has served as a member of our board of directors since February 2021 and will serve on our audit committee and compensation committee following the completion of this offering. Mr. Hoffman is Chief Executive Officer of DHR International, Inc., a role he has held since 2012. He also serves as Principal at Osprey Capital, a private equity firm. Mr. Hoffman joined DHR International, Inc. in 1999 and previously served as Chief Offering Officer and Executive Vice President of Strategy. Mr. Hoffman serves on the boards of directors of DHR International, Inc., JDRF Illinois Chapter, Edgewood Properties, a privately-held commercial real estate investment firm, and is a member of the Yong Presidents’ Organization and The Economic Club of Chicago. Mr. Hoffman holds a Bachelor of Science degree in Finance and Entrepreneurship from Miami University and a Master of Business Administration in Finance from the University of Chicago Booth School of Business. We believe Mr. Hoffman is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and broad experience. Number and Terms of Office of Officers and Directors We will have three directors upon the completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and 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 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 Richard Burke, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Kenneth L. Campbell, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Geoff Hoffman, will expire at the third annual meeting of stockholders. 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 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 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 Geoff Hoffman is an “independent director” 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. 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 $10,000 per month, for up to 24 months, for office space, utilities, secretarial 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, advisory fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers, directors and advisors, 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 102 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. 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, 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 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. Geoff Hoffman, and will serve as members of our audit committee, and will chair the audit committee. Under the Nasdaq 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 Geoff Hoffman, and meet the independent director standard under Nasdaq 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 Geoff Hoffman 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; 103 • 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 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