Our directors, director nominees and officers are as follows: Michael Jones. Michael Jones is our Chief Executive Officer and the Chairman of our Board of Directors. Mr. Jones is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Jones develops predictive strategies for portfolio companies, and Science Inc. overall, that tap into future societal shifts and disrupt entrenched markets. Prior to founding Science Inc., Mr. Jones served as the Chief Executive Officer of Myspace, Inc., a social networking service, from 2008 to 2011. Prior to Myspace, Inc., Mr. Jones served as the Chief Executive Officer of Userplane, a communication platform for online communities, from 2001 to 2008. Mr. Jones’ experience and expertise in both large and small companies focuses on strategy, growth, and operational efficiency, and has resulted in over $2 billion in exits. Mr. Jones holds a B.S. in Business from the University of Oregon. Peter Pham. Peter Pham is our President. Mr. Pham is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Pham has partnered with both emerging and established founders to build highly-recognized names in technology. Since the beginning of his career, Peter has assembled a strong and substantial network in Silicon Valley, cross-pollinating industries, services, personalities, and products. Prior to founding Science Inc., Mr. Pham served as the Vice President of Business Development at Photobucket Inc., an image hosting and video hosting website. Prior to Photobucket Inc., Mr. Pham was the Chief Executive Officer of BillShrink. Mr. Pham earned a Bachelor’s degree in Biological Sciences and a minor in Business Management from the University of California, Irvine. Thomas Dare. Thomas Dare is our Chief Financial Officer. Mr. Dare is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Dare leads fund and portfolio operations for Science Inc., tapping into his over 20 years of experience building and managing Internet companies through startup, growth, turnaround stages and entering public markets. Prior to founding Science Inc., Mr. Dare served as the Vice President of Business Intelligence for Myspace, Inc., a social networking service. Prior to Myspace, Inc., Mr. Dare served as the Chief Operating Officer of Tsavo Media, an online publishing network of more than 400 owned and operated sites. Prior to Tsavo Media, Mr. Dare was in charge of strategic development at Spark Networks SE (NYSE:LOV), an online personals and social networking provider. Prior to Spark Networks SE, Tom was part of the founding management team at Move (NASDAQ: MOVE), an online real estate listing service serving consumers and brokers. Mr. Dare is currently a member of the board of directors of Play VS, Inc. and the board of directors of Empirical Spirits. Mr. Dare holds a Bachelor’s degree in Finance from Wayne State University and a Masters degree in Marketing from Pepperdine University. 112 TABLE OF CONTENTS Greg Gilman. Greg Gilman serves on our Board of Directors. Mr. Gilman is a founder of Science Inc. where he has served as a Managing Director since 2011. Mr. Gilman has more than 20 years of relevant experience as an executive, entrepreneur, investor, and attorney. Mr. Gilman serves as Executive Chair of Protego Trust Company, a de novo financial institution that provides digital asset-related services to institutional clients. He is also the Co-Founder and Executive Chair of RxVantage, a healthcare data and informatics company that intelligently connects healthcare providers with life science experts as needed, and is currently used by the sales representatives of every major life sciences company, and has been named one of the top 10 medical practice solutions providers in the United States. Mr. Gilman previously served as a Professor of Law and Director of the Center for Entrepreneurship and Technology Law at Pepperdine University School of Law, where he designed and taught courses on Intellectual Property and Licensing. Mr. Gilman earned a Bachelor’s degree in Political Science from Tufts University and a Juris Doctor from USC Gould School of Law. Jeff Kearl Jeff Kearl will serve as an independent director upon completion of this offering. Mr. Kearl has been managing director at Pelion Venture Partners since October 2019 and at Precedent Investments since 2012. He also has served as director of Domo, Inc. since September 2019 and director and chairman of Stance, Inc., an apparel company, since co-founding Stance in 2009, and previously served as Stance’s Chief Executive Officer from 2009 until September 2019. Prior to co-founding Stance, Mr. Kearl served as chief marketing officer of LogoWorks, a graphic design company, from 2004 until LogoWorks’ acquisition by HP Inc. in 2007, after which he continued to serve at HP as a director of strategy and new ventures. Mr. Kearl has also invested in and served on the board of directors of several private companies since 2001. Mr. Kearl holds a B.A. in marketing from Brigham Young University. Mr. Kearl was selected as an Entrepreneur of the Year in Orange County by Ernst & Young in 2019 and as a Director of the Year by the Forum of Corporate Directors in 2012. Jennifer Rubio Jennifer Rubio will serve as an independent director upon completion of this offering. Ms. Rubio is the co-founder and President of JRSK, Inc. (d/b/a Away), a direct-to-consumer lifestyle brand that creates luggage and other travel products. Before she cofounded Away in 2015, Ms. Rubio served as Global Head of Innovation for All Saints Retail Limited from August 2013 to October 2014. From August 2011 to August 2013, Ms. Rubio served as Head of Social Media for JAND, Inc. (d/b/a Warby Parker). Prior to joining Warby Parker, Ms. Rubio held various marketing and social media positions, working for brands on the agency side and in-house. Ms. Rubio was an adjunct professor at Miami Ad School from 2010 to 2011 and has been a guest lecturer at New York University, Wharton School of the University of Pennsylvania, University of Southern California, and Harvard University. Colette Taylor Colette Taylor will serve as an independent director upon completion of this offering. Ms. Taylor is a member of the Board of Directors and Audit Committee of Partners in Care Trust Co., a $160 million Trust Bank providing fiduciary and care management services. Ms. Taylor is also a Board Member and Chair of the Audit Committee of Guardianship Services of Seattle Trust Co., a $300 million Trust Bank and certified professional guardian agency, which provides financial management and care and property management services. From 2005 to 2020, Ms. Taylor served as CEO, President and Chair of Russell Investment Trust Company. She was responsible for the $50 billion Washington State charted Trust Bank. Ms. Taylor holds a Master of Business Administration degree from City University in Seattle, Washington, and Bachelor’s in Business Administration from Western Washington University. She currently is the chair of Goodwill’s Olympic & Rainier Region. Priscilla Guevara. Priscilla Guevara is our Global Head of Investor Relations. Ms. Guevara has served as the Head of Investor Relations of Science Inc. since July 2018. Additionally, she leads the structuring and capital formation efforts for SPVs and new opportunity vehicles. Additionally, Ms. Guevara was an investor in sustainable assets on behalf of family offices, and led Strategy & Ops at SevenRooms and Business 113 TABLE OF CONTENTS Development at Whispr Group. Further, in 2002, she started her early international experience on Wall Street focusing on asset management, capital markets, and regulatory at Sumitomo Mitsui, Neuberger Berman/Lehman, and JCAM/Moore Capital. She is currently the Chair of the Senior Women in Private Equity Group (West Coast Chapter) and an Active Member of 100 Women in Finance. Ms. Guevara is also currently a member of the Development Committee of the James Beard Foundation, having previously served on the board of The Leukemia & Lymphoma Society (NYC Chapter) as the Chair of Society Ties, its young professionals group. Ms. Guevara holds a B.A. from the University of California, Santa Barbara and an M.B.A. from Columbia Business School. April Henry. April Henry is our Executive Vice President, Corporate Development. Ms. Henry has served as the Head of Corporate Development for Science, Inc. since February 2020. She is also a Special Advisor to WPP founder, Sir Martin Sorrell’s S4 Capital, PLC, and she sits on the board of directors of cmorq, Inc, a leading real-time digital asset audit and analytics platform. Previously, Ms Henry served as a Board Observer for Kensho Technologies (acquired by S&P Global) and as the Chairman of the board of directors of Flirtic, Inc., a mobile dating platform in Europe. In October 2018, Ms. Henry became the Founder & Managing Partner of Hawkeye Digital, LLC a consultancy company. Also in October 2018, Ms. Henry became the co-founder and Chief Revenue Officer for EQUELL, Inc. an early stage digital wellness and rewards platform launched in June 2019. Ms. Henry continues to be a strategic advisor to EQUELL. Ms. Henry was the Senior Vice President of Business Development for a leading business news network, CNBC, LLC from 2016 to 2018, where she sat on the NBCUniversal Management Committee and was a founding member of the CNBC Diversity Council. From 2011 to 2015 as a Vice President at Yahoo, Inc. Prior to Yahoo, Inc., Ms. Henry worked at News Corporation from 2006 to 2011, where she developed strategic board presentations, investments, acquisitions, joint ventures and business development partnerships at News Europe, Fox Interactive and Myspace, Inc. From 2005 to 2006, Ms. Henry was an investment associate at Index Ventures out of their London, U.K. office. Ms. Henry’s corporate experience began with 11 years at Morgan Stanley, Inc. from 1994 to 2005 in global operations then as a technology and telecommunications equity research analyst responsible for both lead and joint stock coverage as well as research support for initial public offerings and secondary transactions. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a majority of at least 90% of our shares of common stock attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the stockholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our shares of common stock (or, prior to our initial business combination, holders of our founder shares). 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 amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation provides that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer 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 that, 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 114 TABLE OF CONTENTS registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Jeff Kearl, Jennifer Rubio and Colette Taylor is an independent director under applicable SEC and Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers 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 an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers, 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, directors, officers or our or any of their respective affiliates. In January 2021, our sponsor transferred 46,000 founder shares to each of Jeff Kearl, Jennifer Rubio and Colette Taylor, our independent director nominees. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation 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 business combination. It is unlikely the amount of such compensation will be known at the time, 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 officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, 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, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 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. The members of our audit committee will be Jeff Kearl, Jennifer Rubio and Colette Taylor. Colette Taylor will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Colette Taylor qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 115 TABLE OF CONTENTS We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ​ • the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent auditors; ​ • 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 auditors describing (1) the independent auditor’s internal quality-control procedures and (2) 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; ​ • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ​ • 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 auditors, 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 accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we wil