Our Management TeamDinakar Singh is our Founder and CEO. Mr. Singh is the CEO of Axon Capital, a global investment firm, which he founded in 2005. Mr. Singh was previously a senior Partner at Goldman Sachs, where he was global co-head of the Principal Strategies Department, which was the firm's highly profitable global equities proprietary trading and investment business. He was also a member of the Operating Committee, Partnership Committee, Risk Committee and Asia Management Committee. Mr. Singh became a partner in 1998, and at that time was the second youngest partner in Goldman Sachs history. Driven by his daughter Arya’s diagnosis with Spinal Muscular Atrophy (“SMA”), Mr. Singh established the SMA Foundation in 2003 to drive development of a treatment for SMA, which was the leading genetic cause of death in young children. Through over $100 million of strategic investments, the Foundation successfully facilitated or drove three transformative FDA-approved treatments, and helped establish SMA as a model for the potential to transform deadly rare diseases. Mr. Singh serves on the boards of the Columbia University Medical Center and New York Public Library, where he chairs the Investment Committee for the NYPL endowment. He also previously served as a member of the Yale Investment Committee, and Trustee of Rockefeller University and Cold Spring Harbor Laboratory, and served on the investment committees of both.Dakin Sloss is our Founder. Mr. Sloss is Founder and General Partner of Prime Movers Lab. He has led investments in and is a Board Member at Momentus Inc., Heliogen, Inc., Vaxxinity, Inc. (formerly known as C19 Corp., and formerly doing business as Covaxx), Tarana Wireless Inc. and Carbon Capture, Inc. Prior to founding Prime Movers Lab, Mr. Sloss served as founding CEO of Tachyus Corp. and OpenGov. Mr. Sloss studied Mathematics, Physics, and Philosophy at Stanford University. Mr. Sloss was recognized as one of Yahoo Finance’s THE NEXT: 21 people who will have a significant impact on the worlds of finance, business, sports or politics in the year ahead and was featured on CNBC discussing the rise of SPACs. In 2016, Mr. Sloss was recognized as a featured Forbes 30 Under 30 energy entrepreneur. In 2017, Mr. Sloss was named as a San Francisco Business Times 40 Under 40 honoree.Jon Layman is our Director, COO and CFO. Mr. Layman is a Partner at Prime Movers Lab. Mr. Layman has spent the last 20-plus years in San Francisco and Silicon Valley advising founders, entrepreneurs and technology and life sciences companies. Mr. Layman has extensive experience advising on and managing mergers and acquisitions, technology company investments and capital markets transactions. Mr. Layman also has extensive experience advising public companies on corporate governance, securities, mergers and acquisitions and capital raising transactions. Prior to joining Prime Movers Lab in February 2021, Mr. Layman was a Partner in the corporate group at Hogan Lovells US LLP since 2010. Prior to joining Hogan Lovells, Mr. Layman was a Partner at Wilson Sonsini Goodrich & Rosati PC. Mr. Layman earned his bachelor’s degree at the University of Michigan and his JD from New York University.Our Director NomineesOur efforts to seek a suitable business combination target will be complemented and augmented by the expertise and network of relationships of our directors, who each have extensive experience in business and financial matters. Richard Spencer has agreed to serve on our board of directors following the completion of this offering. Mr. Spencer is a 1976 graduate of Rollins College with a Bachelor of Arts in Economics. Upon graduation, he joined the United States Marine Corps, and proudly served as an H-46 (Phrog) pilot until 1981. After leaving active duty, Mr. Spencer worked on Wall Street for 16 years with responsibilities centered on investment banking services. He served as President of Crossroads Investment Management, LLC, and then joined Intercontinental Exchange, Inc., as Vice Chairman and Chief Financial Officer. Before being nominated as the Secretary of the Navy in 2017, Mr. Spencer was the Managing Director of Fall Creek Management, LLC. Mr. Spencer is also on the boards of Global Atlantic Financial Group, Morpheus Space GmbH and Aviation Safety Resources Inc. 5 TABLE OF CONTENTSMr. Spencer was sworn in as the 76th secretary of the Navy on Aug. 3, 2017, and served in that office until Nov 24, 2019. He served as acting secretary of defense from July 15, 2019, to July 23, 2019. He performed the duties of the deputy secretary of defense from July 23, 2019, to July 31, 2019. Muneer Satter has agreed to serve on our board of directors following the completion of this offering. Mr. Satter has been Founder and Managing Partner of Satter Medical Technology Partners, L.P. since 2016, and Chairman of Satter Investment Management, LLC since 2012, and he also manages the Satter Foundation. Prior to Satter Investment Management, Mr. Satter was a partner at Goldman Sachs where he spent 24 years in various roles, most recently as a senior member of the Merchant Banking Investment Committee overseeing private equity and debt investments, and the Global Head of the Mezzanine Group in the Merchant Banking Division, where he raised and managed over $30 billion of assets. He was also Chairman of the Risk Committee overseeing $80 billion of assets. Mr. Satter is currently a director of REX – Real Estate Exchange, Inc. Mr. Satter has been a director of Annexon, Inc. since December 2014, and was a director of Aerpio Pharmaceuticals, Inc. from October 2013 to June 2020, a director and Chairman of Akebia Therapeutics, Inc. from May 2013 to December 2018 and a director of Vital Therapies, Inc. from October 2012 to October 2018. Mr. Satter serves as Vice Chairman of the Goldman Sachs Foundation and GS Gives, where he is also Chairman of the Investment Committee overseeing $1.2 billion of assets. Mr. Satter is also on the Board of Advisors of Accelerate Institute and is on the board of directors of the Navy SEAL Foundation and Northwestern Medical Group. Mr. Satter is on the Board of Trustees of Northwestern University, where he was also previously Chairman of the Finance Committee. Mr. Satter is also a former board member of World Business Chicago and the Nature Conservancy, where he was Chairman of the Finance Committee overseeing a $1.8 billion endowment. Mr. Satter received a B.A. in Economics from Northwestern University, a J.D. from Harvard Law School and an M.B.A. from Harvard Business School.Koryn Estrada has agreed to serve on our board of directors. Ms. Estrada is a Partner, co-CEO and co-CIO of Axon Capital, an asset management firm in New York. Ms. Estrada oversees a portfolio of concentrated long-term public and private investments, and in particular has driven the firm's sizable portfolio of investments in early-stage growth companies. Prior to joining Axon Capital in 2011, Ms. Estrada worked at Shumway Capital Partners, and prior to that in the Oil & Gas group of the UBS Investment Banking Division. She is a co-founder of and partner at RiseWell, a rapidly growing oral care company, inspired by her passion for wellness and natural products. She is also a director of various growth companies including HeyMama and NuMilk (Plant Tap Inc.). She received her BA from Columbia University with majors in Economics and Philosophy.William Ulrich has agreed to serve on our board of directors following the completion of this offering. Mr. Ulrich has 15 years of experience within the energy and finance sectors and is focused on deploying technology to drive behavior change in the energy industry. Mr. Ulrich is currently the co-CEO and a Director of Presidio Petroleum. Fort Worth-based Presidio is an oil and gas efficiency company founded to acquire, operate, and optimize producing oil and natural gas properties in established U.S. onshore basins. The company leverages engineering efficiency and the embedding of technology to improve decision-making, achieve best-in-class operations, and enhance free cash flow in an environmentally and socially responsible manner across its portfolio of over 5,500 oil and gas wells. From 2009 to 2016, Mr. Ulrich served in senior corporate development roles at Atlas Energy (NYSE: ATLS), Atlas Pipeline Partners L.P. (NYSE: APL) and Atlas Resource Partners L.P. (NYSE: ARP). From 2005 to 2009, Mr. Ulrich was an investment banker at UBS Investment Bank. Mr. Ulrich graduated from Harvard College with an AB in Economics. Our Business Strategy Our business strategy is to identify and complete a business combination that can create value for our shareholders over time. We believe our management team’s years of experience and our deep network of proprietary relationships will allow us to identify a wide range of attractive merger opportunities. Our networks include, among others, entrepreneurs, universities, research institutions, public and private company management teams (from early-stage venture to the Fortune 500), venture capital and private equity investors, investment bankers, attorneys, and management consultants. Following the initial business combination, we expect to help the post-business combination entity continue its growth trajectory for many years to come. We expect to collaborate with management on a number of 6 TABLE OF CONTENTSinitiatives, including, but not limited to, navigating the public markets, mergers and acquisitions, capital allocation decisions, talent acquisition, and broadening their network of potential partners and customers through our proprietary networks. We believe our team’s track record of success and support of management teams will make us a partner of choice for a high-quality business.Our acquisition philosophy and criteria are rooted in several core tenets, consistent with those that we have utilized in the past: •Transformative and Scalable: We will focus on investing in companies that are developing breakthrough scientific and technological innovations in the areas of communication, robotics, building and construction technology, water, 3D printing and semiconductors. In addition, we believe a successful merger candidate must have innovations that have sizable potential markets and whose business models allow them to profitably scale to address those markets. We will seek to merge with a company that has achieved sufficient technology and business maturity while still maintaining significant runway to capture share in a large addressable market. We look for favorable trends and attractive unit economics which can be further enhanced as the business grows.•Support and Build World Class Management Teams: We seek to partner with creative and ambitious management teams that have a track record of success to help them execute their vision. The combination of Axon Capital’s public market expertise and Prime Movers Labs’ science and technology platform offers management teams a unique resource set. Many potential merger candidates possess exceptional early-stage, growth focused, management teams that would benefit from our experience-based guidance and support as they grow rapidly, and particularly as they transition from private to public markets. We are seeking a partner where our long-term support and involvement will be welcome, and will help unlock outsized shareholder returns, including through our proprietary network and relationships. Our goal is not to be short-term facilitators, but rather be long-term value creation partners.•Science vs Engineering Risk: We look for companies that have answered the core science questions and now focus on the engineering problem of scalability. We endeavor to avoid binary risk from investments in companies that are still assessing early stage prospects, and rather focus on companies where we can help them scale and transform into a public company creating long-term, sustainable, value for its shareholders. Our Acquisition CriteriaConsistent with our investment philosophy and strategy, we plan to identify high-quality businesses run by exceptional teams pursuing large market opportunities that are amenable to disruption by technology. We expect to be guided by the criteria outlined above in evaluating opportunities, and may decide to focus on different aspects of our investment criteria depending on the market opportunity at the time of the contemplated merger.These criteria are important but not exhaustive. The merits of any particular initial business combination will be based on these general guidelines as well as other considerations, factors, and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange Commission.OUR BUSINESS COMBINATION PROCESSIn evaluating a prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information that will be made available to us.We are not prohibited from pursuing an initial business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of 7 TABLE OF CONTENTSthe Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.Members of our management team may directly or indirectly own shares of our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Our officers and directors are from time to time made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with us.Certain of our officers and directors expect to have, and any of them in the future may further have, fiduciary or contractual obligations to several other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these 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 and he or she determines to present the opportunity to us. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. For more information, see the section entitled “Management — Conflicts of Interest.”In addition, our sponsor and our officers and directors expect to sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination, particularly in the event there is overlap among management teams or boards. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination, since our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and, while we intend to focus our search for a target business in the infrastructure sector, we are free to pursue an initial business combination with a target in any industry or geographic region. For more information, see the section entitled “Management — Conflicts of Interest.”INITIAL BUSINESS COMBINATIONNasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriters fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Notwithstanding the foregoing, if we are not listed on Nasdaq at the time of our initial business combination, these rules will not be applicable to us.We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 8 TABLE OF CONTENTS1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue a transaction in which we issue a substantial number of ne