Our officers, directors and director nominees are as follows: Name Age Position Richard T. Burke 76 Chief Executive Officer and Chairman Isaac Applbaum 60 President and Director Ryan Burke 47 Chief Financial Officer and Director Steven Schwartz 57 Executive Vice President of M&A Jeffrey A. Leerink 55 Director Nominee Lee Shapiro 64 Director Nominee Mark A. Thierer 60 Director Nominee Richard T. Burke, our Chief Executive Officer and Chairman, was the founder, former Chief Executive Officer and Chairman until late 2017, and current Lead Independent Director of, UnitedHealth. Until November 2000, Mr. Burke was the owner, Chief Executive Officer and Governor of the Phoenix Coyotes, a National Hockey League team. He has served as a director of numerous private and public companies, is a private investor in many others, and is a Managing Partner at Rainy, an investment fund that owns and operates a number of businesses. Mr. Burke has had extensive experience serving the senior market through his tenure at UnitedHealth, and he is the principal investor in and Executive Chairman of a senior-oriented business, Secure. From 2004 to 2019, Mr. Burke was a director for Meritage Homes Corporation; he also previously served on the audit committees of the board of directors of UnitedHealth, Meritage Homes Corporation and First Cash Financial Services, Inc. Mr. Burke holds a MBA in Finance from Georgia State University. Mr. Burke is the father of Ryan Burke, our Chief Financial Officer and a director. We believe Mr. Burke is well qualified to serve on our board of directors based on his extensive experience in the healthcare industry, as well as his significant leadership, finance and operational experience. Isaac “Yitz” Applbaum, our President and a member of our board of directors, is a Co-founder and Partner of MizMaa, a fund which invests in Israeli startup companies in the mobility, cloud and digital healthcare space. Mr. Applbaum is also currently a Special Advisor to EIGHT, a venture fund which invests in enterprise software and healthcare technologies, and 7Wire, a digital healthcare venture group that was one of the early investors in Livongo. In addition, Mr. Applbaum is a co-founder of Secure, where he has been a director since January 2019. Mr. Applbaum also helped found and build SecureKey, a blockchain technologies company, where he currently serves as a board observer, a position he has held since 2012. Mr. Applbaum also served as an early investor and director of mobile payments company Kili from 2013 to 2017 before it was acquired by Square, Inc. From 1997 to 2000, Mr. Applbaum was a board member of 7/24. Mr. Applbaum was a partner at Lightspeed Venture Partners, a global venture fund, from 2001 to 2006. Mr. Applbaum was also a founder and the Chief Executive Officer at Concorde from 1994 to 1999, when it was sold to Bank of America. Mr. Applbaum holds a BA from Yeshiva University. We believe Mr. Applbaum is well qualified to serve on our board of directors due to his broad experience in the healthcare industry, along with his significant leadership, finance and operational experience. Ryan Burke, our Chief Financial Officer, has been Chief Investment Officer for Rainy since 2008, where he evaluates all new investment opportunities and helps manage Rainy’s portfolio of private investments, publicly traded securities, and operating businesses. Mr. Burke is currently Chief Investment Officer of BFO, LLC, a Partner at Prime Macaya Capital Management, LP, a New York-based hedge fund. Prior to its recent sale to Galaxy Digital Holdings, he was also a partner and director at Blue Fire Capital, a proprietary trading firm and global liquidity provider specializing in cryptocurrencies. Mr. Burke is currently acting Chief Financial Officer of Secure, and previously served as Chief Financial Officer for various Rainy portfolio companies. Prior to 2008, he was a Portfolio Manager and Chief Risk Officer at Alpine, a New York-based long-short hedge fund. Mr. Burke began his career as a financial analyst at Morgan Capital, a then $1.9 billion private equity fund. Mr. Burke holds a master’s degree in business administration from the Fuqua School of Business and a bachelor’s degree from Duke University. Mr. Burke is the son of Richard T. Burke, our Chief Executive Officer and Chairman. We believe Mr. Burke is qualified to serve on our board of directors due to his extensive finance and operational experience. Steven Schwartz, our Executive Vice President of M&A, brings over 30 years of digital health industry transaction experience to the team. For the past four years Mr. Schwartz was the Senior Vice President of business and corporate development at Livongo, where he was responsible for the series acquisitions which culminated in 102 Table of Contents Livongo’s $18.5 billion merger with Teladoc. Previously, Mr. Schwartz held Senior Vice President of corporate development and strategy roles at Tivity and prior to that at 23andMe, Inc. Earlier in his career Mr. Schwartz held executive leadership positions in business and corporate development at Allscripts for 14 years, and senior management roles at LabCorp for 10 years. Mr. Schwartz currently serves on the board of directors of illuma Care Connections and the Kline Galland senior care organization. Mr. Schwartz holds a BA in business administration from the Michael G. Foster School of Business at the University of Washington and a BA in psychology also from the University of Washington. We believe Mr. Schwartz is well-qualified to serve on our management team due to his extensive transactional experience and broad digital health domain knowledge, as well as his specific knowledge of the senior care market. Jeffrey A. Leerink, one of our director nominees, is currently the Chief Executive Officer of SVB Leerink, a leading investment bank serving the healthcare industry. Mr. Leerink founded Leerink Partners in 1995; under Mr. Leerink’s leadership, Leerink Partners co-founded a private equity business focused on the healthcare industry that consisted of two fund companies; Leerink Transformation Partners, focused on investing in technology-enabled healthcare companies, and Leerink Revelation Partners, a secondary investment fund focused on commercial companies with proven business models or companies with novel technologies. In 2008, Mr. Leerink co-founded and was a member of the board of directors of Humedica, Inc. Mr. Leerink currently serves on the board of directors of FogPharma. Additionally, Mr. Leerink currently serves as a member of the Harvard Medical School Board of Fellows. Mr. Leerink holds a BA in Economics from Union College. We believe Mr. Leerink is qualified to serve on our board of directors due to his extensive experience in both the financial and healthcare sectors. Lee Shapiro, one of our director nominees, is the Chief Financial Officer of Livongo and Managing Partner at 7Wire, an investment firm he co-founded over a decade ago. Previously, he was President of Allscripts from 2002 to 2012. Mr. Shapiro’s responsibilities included the company’s strategy, international operations, business development and partnerships, legal, government relations, health plan initiatives and business activities in the areas of analytics and information services. At times during his tenure at Allscripts, he served as the company’s Chief Operating Officer leveraging his unique grasp of the business operations across the spectrum of development, sales, marketing, services and support. Mr. Shapiro previously served on the board of directors of Livongo, where he chaired the audit committee and served as a member of the compensation committee. He also was a member of the executive leadership team, with a focus on strategy and business development. Mr. Shapiro served on the board of directors of Medidata (Nasdaq: MDSO), where he served on the audit committee and nominating and governance committee, from 2011 until its sale to Dassault in 2019. Mr. Shapiro also served on the board of Tivity (Nasdaq: TVTY), where he chaired the audit committee and served on the compensation committee, from 2015 until May 2020. He also currently serves on the board and committees of various 7Wire portfolio companies. Since 2016, Mr. Shapiro has been a member of the National Board of Directors of the American Heart Association, where he chairs the audit committee and serves on the business operations committee. Mr. Shapiro practiced commercial law at Barack, Ferrazzano, Kirschbaum, Perlman and Nagelberg, a prominent Chicago law firm. Mr. Shapiro holds a JD degree from The University of Chicago Law School and a BS in Accounting from the University of Illinois. We believe Mr. Shapiro is qualified to serve on our board of directors due to his extensive experience in both the financial and healthcare sectors. Mark A. Thierer, one of our director nominees, has served as a Managing Partner at Assetblue, an investment company, since August 2017. Before joining Assetblue, Mr. Thierer served as the interim Chief Executive Officer of Dentsply from September 2017 to February 2018. Prior to Dentsply, Mr. Thierer served as the Chief Executive Officer of OptumRx, overseeing all Optum pharmacy care services, including the management of pharmacy benefits, pharmacy network, home delivery pharmacy and specialty pharmacy programs, from July 2015 to September 2017. Prior to OptumRx, Mr. Thierer served on the board of directors at Catamaran from September 2006 to July 2015, and as the Chairman of the Board and Chief Executive Officer from March 2011 to July 2015. Earlier in his career, Mr. Thierer served as President, Chief Executive Officer and Chairman of SXC, which merged with Catalyst in 2012 to create Catamaran. Prior to this, Mr. Thierer led Allscripts (Nasdaq: MDRX) as President from 2003 to 2006. Before that, he served in a variety of executive roles at CaremarkRx, including most recently as Senior Vice President, New Ventures, and was responsible for developing Caremark’s growth strategy. Prior to Caremark, Mr. Thierer worked in various management positions within the health industry of IBM (NYSE: IBM). Mr. Thierer has served on the board of directors of Rightway Healthcare, Inc. since April 2020, Xeris Pharmaceuticals, Inc. since October 2019, where he sits on the audit committee, and Discover Financial Services, Inc. since April 2013. Mr. Thierer is also an advisor to the Jeffrey Pride Foundation for Pediatric Cancer Research. Mr. Thierer received a BS in Finance from the University of Minnesota and an MBA from Nova Southern University. Mr. Thierer also holds the designation of CEBS (Certified Employee Benefits Specialist) from The Wharton School of the University of Pennsylvania. We believe Mr. Thierer is qualified to serve on our board of directors due to his extensive experience in both the financial and healthcare sectors. 103 Table of Contents Number and Terms of Office of Officers and Directors Our board of directors will consist of six members and 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 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 Jeffrey A. Leerink and Isaac Applbaum, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Lee Shapiro and Ryan Burke, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mark A. Thierer and Richard T. Burke, 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 officers as it deems appropriate pursuant to our amended and restated certificate of incorporation. Director Independence Nasdaq rules and our amended and restated certificate of incorporation will require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Jeffrey A. Leerink, Lee Shapiro and Mark A. Thierer are “independent directors” as defined in 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. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. 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 to our sponsor, executive officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be made from 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, 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 proxy solicitation materials or tender offer materials furnished to our stockholders 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 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. 104 Table of Contents 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 two standing committees: an audit 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. 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. Jeffrey A. Leerink, Lee Shapiro and Mark A. Thierer will serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Jeffrey A. Leerink, Lee Shapiro and Mark A. Thierer are independent. Lee Shapiro will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Lee Shapiro qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 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 auditor; • 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 auditor, including the fees and terms of the services to be performed; • appointing or replacing the independent auditor; • determining the compensation and oversight of the work of the independent auditor (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; 105 Table of Contents • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identifi