Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Joel Shulman ​ ​ 55 ​ ​ Chairman and Chief Executive Officer ​ Eva Adosoglou ​ ​ 31 ​ ​ Chief Operating Officer ​ Grant Grigorian ​ ​ 58 ​ ​ Chief Financial Officer ​ Kevin Cramton ​ ​ 61 ​ ​ Director Nominee ​ Siamak Taghaddos ​ ​ 39 ​ ​ Director Nominee ​ Jeffrey Mortimer ​ ​ 57 ​ ​ Director Nominee ​ Dr. Joel M. Shulman has served as our Chairman and Chief Executive Officer since inception. He also serves as the founder, managing director, and CIO of ERShares, a global asset manager with over 40 years’ experience investing in entrepreneurial publicly-listed companies. His more than 25 years of research at Babson College and author of a best-selling book developed while at Harvard University, led to the formation of a proprietary investment model and the Entrepreneur Factor. Dr. Shulman previously founded and sold The Shulman Review, a CFA test-prep company that trained thousands of investment professionals in many countries around the world. He has provided consulting services to the World Bank and helped facilitate capital market development in Central Asian states. Dr. Shulman appears frequently in the media on Fox Business, CNBC, Yahoo Finance, Bloomberg, WSJ, Barrons and Forbes. He holds a Ph.D in Finance, CFA charter holder and an MPA from Harvard University. Dr. Shulman is well-qualified to serve as a Director due to his extensive experience professionally managing portfolios and consulting for major companies and the World Bank. Eva Adosoglou has served as our Chief Operating Officer since inception. Since the beginning of 2021, she has served as COO and Chief Investment Strategist of ERShares, where she oversees portfolio investment strategies, innovative strategic initiatives, and overall operations. From October 2018 to July 2019, she served as COO for GetSalesClub, Inc. From May 2018 to September 2018, Ms. Adosoglou worked as an Innovation Manager for Wirecard GMBH. From December 2016 to April 2018, she worked as a Portfolio Analyst and Program Manager, Strategic Projects, for Incadea/COX Automotive Inc. In June 2016, she also served as the national CEO for Adecco Group. From April 2015 to April 2016, she was a Startup Co-Founder of Cosmocycle, Inc. for Google for Startups. From September 2011 to May 2013, she was a Financial Auditor for PwC. Ms. Adosoglou is a Fulbright scholar with strong leadership experience encompassing both multinational and start-up organizations throughout Europe and the United States. She speaks four languages, holds a Master’s in Business with focus in Innovation and Technology and is winner of multiple Entrepreneurship and Leadership competitions. Ms. Adosoglou’s deep experience in developing innovative products, scaling start-ups, and building partnerships in technology-based, nascent firm settings, provides unique positioning to evaluate potential investments. She has a passion for investing in public equities and female-led initiatives and created two new investment strategies: entrepreneur health care and technology as well as female-led entrepreneurs. She is a frequent guest on major business networks such as Bloomberg, TD Ameritrade, Fox Business and Yahoo Finance and is also active in building technologically enhanced, investment models and platforms for millennial investors and other FinTech solutions. She holds a B.A. from Athens University and a M.S. from Boston University. Grant Grigorian has served as our Chief Financial Officer since inception. He is an internationally experienced finance leader having lived and worked on 5 continents. His operational finance experience, honed over a 30 year career at Ford Motor Company (NYSE: F), included CFO positions in Ford’s South African and Argentine operations and as a global controller for vehicle development finance. He served in Ford Treasury during the height of the financial crisis in 2009, driving affiliates to develop cash preservation plans and actions to mobilize cash to the U.S. or other markets. Mr. Grigorian also served as strategy and business development lead for Ford’s Asia Pacific region, a position that included relationship management and negotiation with Ford’s Chinese and Japanese joint venture partners. He has also served on the boards of a number of Ford affiliates and joint ventures, including serving as audit committee member and chairman. 110 TABLE OF CONTENTS Since leaving Ford, Mr. Grigorian has been COO/CFO for CarSaver, an automotive retailing technology company, from May 2018 to September 2018, and also CFO for National Automotive Experts/NWAN, a vehicle warranty distribution and administration company, from April 2019 to October 2020. Kevin Cramton will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Cramton has served in CEO and Executive Chairman roles at 5 different businesses including technology companies in multiple geographies. Since December 2019, he has served as the Chairman and CEO of Tribar Technologies Inc., a manufacturer of automotive components. From January 2016 to August 2017, Mr. Cramton served as Executive Chairman of Atlantix Global Systems. From 2012 to 2015, he served as CEO of CARDONE Industries. From September 2011 to August 2012, he served as CEO to Revstone Industries, LLC (“Revstone”). In December 2012, Revstone filed for Chapter 11 bankruptcy. From 2009 to 2011, he served as Executive Chairman to Niles Co. Ltd. He has extensive M&A experience executing about 50 transactions with an enterprise value of $25 billion. He led Ford’s M&A activities for 5 years and has worked in private equity since January 2007. Mr. Cramton also has significant tech and financial services experiences, including overseeing Ford’s venture capital portfolio of technology assets and working in Ford’s Financial Service businesses. He has wide ranging Board experience at many different companies including multiple business sectors and geographies. Since June 2019, Mr. Cramton has served as a director of Southern AG Carriers Inc., a freight and logistics company. Since March 2017, he has served on the audit committee of Helmerich and Payne (NYSE:HP), a public oil and gas drilling company. Since August 2017, he has served as a director of TSM MFG. CO., INC. He previously served on the board of Asahi Tec, a Japanese company that previously traded on the Tokyo Stock Exchange. Mr. Cramton is well-qualified to serve as a Director due to his extensive Board experience at many companies across multiple business sectors and geographies. Siamak Taghaddos will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since April 2021, he has served as an advisor to Perfect Holdings, a health foods company. Since 2016, he has served as founder and advisor of Smilebar, a dental company. Since 2018, he has served as founder and CEO of Clearworks, a SaaS company. From October 2018 to April 2021, he served as founder and director of SuperFat, a snack foods company. From 2009 to 2015, he served as founder and advisor of Chargify, a SaaS company. From 2003 to 2015, he served as founder and CEO of Grasshopper, a telecommunications company. He received a Bachelor of Science from Babson College. Mr. Taghaddos is well-qualified to serve as a Director due to his experience starting and operating multiple companies in various industries. Jeffrey Mortimer will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Mortimer is the Director of Investment Strategy for BNY Mellon Wealth Management (NYSE: BK) and chairs its Investment Strategy Committee. Mr. Mortimer worked in various positions for Charles Schwab Investment Management (NYSE: SCHW) from September 1997 to July 2010, eventually becoming Chief Investment Officer. From 1986 to 1996, he also worked in several small, financial planning firms, serving high net worth clients, endowments, and families. Mr. Mortimer has received a Bachelor of Science degree in finance from Babson College and a Master of Business Administration from the University of Chicago Graduate School of Business. He is a CFA charter holder. Mr. Mortimer is well-qualified to serve as a Director due to his more than 30 years of experience in the financial services industry, including his experience at large, established financial institutions. Number and Terms of Office of Officers and Directors We will have four directors upon 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 NYSE 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 the NYSE. The term of office of the first class of directors, consisting of Siamak Taghaddos, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Jeff Mortimer, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Joel Shulman and Kevin Cramton, will expire at the third annual meeting of stockholders. 111 TABLE OF CONTENTS 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. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Director Independence The NYSE 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. We expect that our board of directors will determine that Kevin Cramton, Siamak Taghaddos and Jeffrey Mortimer are “independent directors” as defined in the NYSE 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 office space, utilities and 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, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, 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 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 112 TABLE OF CONTENTS 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 three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the NYSE rules 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 NYSE rules require that the compensation committee and nominating and corporate governance 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. Kevin Cramton, Siamak Taghaddos and Jeffrey Mortimer will serve as members of our audit committee, and Kevin Cramton will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. Each member of the audit committee is financially literate and our board of directors has determined that Kevin Cramton qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the 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 registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; 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 registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; ​ • 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 registered public accounting firm describing (1) the independent registered public accounting firm’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 registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence ​ 113 TABLE OF CONTENTS 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 will establish a compensation committee of the board of directors. Jeffrey Mortimer and Kevin Cramton will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, all the directors on this committee must be independent. Our board of directors has determined that each of Jeffrey Mortimer and Kevin Cramton are independent and Jeffrey Mortimer will chair the compensation committee. We wi