Our officers, directors and director nominees are as follows: Name Age Position Scott W. Absher 61 Chair, Chief Executive Officer and Director Domonic J. Carney 54 Chief Financial Officer and Treasurer Robert S. Gans 55 General Counsel and Secretary John A. Quelch 69 Director nominee Bennet Tchaikovsky 51 Director Heath Hawker 48 Director nominee Scott W. Absher has served as our Chair and Chief Executive Officer since our inception. Since June 2015, Mr. Absher has served as President, Chief Executive Officer and director of ShiftPixy, a publicly traded company on the Nasdaq and the corporate parent of our sponsor, ShiftPixy Investments, Inc. Since February 2010, he has also been President of Struxurety, a business insurance advisory company. Mr. Absher contributes significant industry-specific experience and expertise and has a deep understanding of all aspects of our business, products and markets, as well as substantial experience developing corporate strategy, assessing emerging industry trends, and managing business operations. He is a graduate of The Moody Bible Institute of Chicago. Domonic J. Carney has served as our Chief Financial Officer and Treasurer since inception. Since August 4, 2019, Mr. Carney has served as the Chief Financial Officer of ShiftPixy, Inc., a publicly traded company on the Nasdaq and the corporate parent of our sponsor, ShiftPixy Investments, Inc. Mr. Carney began his career at Deloitte & Touche where he audited high tech startups in Palo Alto, CA. Mr. Carney brings substantial experience in high-growth companies as well as over fifteen years of C-Level experience in public companies. Between 1994 and 2001, Mr. Carney worked for various high-tech startups in Silicon Valley, CA, including software development, internet, and internet service providers in increasing levels of responsibility. From 2001 until 2004, Mr. Carney was the Finance Director in San Diego, CA providing finance support for the Western half of the US Operations of Danka Office Imaging. From 2005 to 2012, Mr. Carney served as the Chief Financial Officer for Composite Technology Corporation, an energy equipment and technology company that grew from pre-revenue to over $75 million a year between 2005 and 2008. Between 2012 and 2014, Mr. Carney provided C-Level finance and accounting consulting services to manufacturing, health care, energy, and technology companies in San Diego and Irvine, CA. From 2014 until 2019, Mr. Carney served as the Chief Financial Officer for Ener-Core, Inc., an energy technology company located in Irvine, CA. Mr. Carney holds a Master in Accounting degree from Northeastern University, a Bachelor of Arts in Economics from Dartmouth College, and is licensed as a Certified Public Accountant (inactive status) in the State of California. Robert S. Gans has served as our General Counsel and Secretary since inception. Since June 15, 2020, Mr. Gans has served as General Counsel of ShiftPixy, Inc., a publicly traded company on the Nasdaq and corporate parent of our sponsor, ShiftPixy Investments, Inc., having spent the past 30 years as a litigator specializing in securities fraud, accountants’ liability and corporate governance. Prior to joining ShiftPixy, from 2009 to 2020, Mr. Gans maintained his own law office, where his activities included advising corporate boards with respect to their fiduciary duties and disclosure obligations. Previously, Mr. Gans was a partner at the law firm of Bernstein Litowitz Berger & Grossmann LLP and began his career at the law firm of Schulte, Roth & Zabel. Mr. Gans holds a Juris Doctor degree from New York University School of Law, a Bachelor of Arts in Government from Dartmouth College, and is an active member of the Bars of New York and California. 115 John A. Quelch is a director nominee and will join our board of directors upon consummation of this offering. Since July 2017, Mr. Quelch has served as the Dean of the Miami Herbert Business School at the University of Miami. From 2013 to 2017, Mr. Quelch served as the Charles Edward Wilson Professor of Business Administration at Harvard Business School (where he continues to hold the title of Professor Emeritus), and Professor of Health Policy and Management at Harvard T.H. Chan School of Public Health. Prior to receiving this joint appointment, Mr. Quelch served as the Lincoln Filene Professor of Business Administration and Senior Associate Dean for International Development at Harvard Business School from 2001 to 2011. He served as Dean, Vice-President and Distinguished Professor of International Management at CEIBS from 2011 to 2013. Mr. Quelch began his academic career at the University of Hawaii and the School of Business Administration of the University of Western Ontario. In 1979, he accepted a position as assistant professor at the Harvard Business School, where he later became the Sebastian S. Kresge Professor of Marketing and Co-Chair of the Marketing department in 1994. He left Harvard Business School in 1998 upon being appointed Dean of the London Business School, returning to Harvard Business School in 2001. Mr. Quelch has served as a non-executive director of several publicly traded companies both in the United States and the United Kingdom over the course of his career, including the following: WPP plc, a marketing and media services company, (from which he retired in 2013 after 25 years of service, including 7 years as chair of its audit committee); Alere, a global manufacturer of rapid point-of-care diagnostic tests; Aramark Corporation, a food services, facilities, and uniform services provider; easyJet plc, a British multi-national low-cost airline group; Pepsi Bottling Group, Inc., the primary bottler of Pepsi-Cola beverages; and Reebok International Ltd., a footwear and clothing company. Mr. Quelch also served as the chairman of the board of the Massachusetts Port Authority from 2002 to 2011, with oversight responsibility for three airports, waterfront real estate and the seaport of Boston. He is the author or co-author of 20 books and 17 Harvard Business Review articles, including a widely recognized paper on corporate governance entitled “Bringing Customers Into The Boardroom.” Mr. Quelch holds a Doctor of Business Administration from Harvard Business School, a Master of Science from the Harvard School of Public Health, a Master of Business Administration from the Wharton School at the University of Pennsylvania, and Master of Arts and Bachelor of Arts degrees from Exeter College, Oxford University. Bennet Tchaikovsky has been a member of our board of directors from the time of our formation. Since January 2020, Mr. Tchaikovsky has been a member of the board of directors for Oriental Culture Holding Group, Ltd., where he serves as a member of the audit committee, chair of the compensation committee and a member of the corporate governance and nominating committee. Since August 2014, Mr. Tchaikovsky has been a full-time professor at Irvine Valley College, and has been a part-time accounting instructor at Long Beach City College since September 2020. From August 2018 to May 2019, Mr. Tchaikovsky was a part-time instructor at Chapman University. From November 2013 to August 2019, Mr. Tchaikovsky served as a board member and chair of the audit committee of Ener-Core, Inc., an energy technology company located in Irvine, CA. Prior to 2013, Mr. Tchaikovsky served as chief financial officer and as a director of four public companies listed on Nasdaq. Mr. Tchaikovsky is a licensed Certified Public Accountant in California and is an active member of the California State Bar. Mr. Tchaikovsky received his Juris Doctor degree from Southwestern Law School and his Bachelor of Arts in Business Economics from the University of California at Santa Barbara. Heath Hawker is a director nominee and will join our board of directors upon the consummation of this offering. Since June 2002, Mr. Hawker has been Chairman of the Board, President, and CEO of Synaptix, Inc., a California based company engaged in the business of information technology and project management staffing and services consulting, serving clients ranging from $50 billion dollar healthcare companies to mid-size high growth financial services firms. Prior to joining Synaptix, Mr. Hawker served as President of supply chain software firm Elario, Inc., where he negotiated the sale of the company’s intellectual property to a Fortune 250 corporation. Mr. Hawker has extensive additional experience in the information technology industry, having previously served in senior management positions with AT&T Wireless Services, Inc., and Deloitte & Touche Management Consulting LLP, among others. He received his Bachelor of Science in Industrial Engineering from Stanford University. 116 Family Relationships There are no family relationships between any of our current officers or directors. Number and Terms 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 John A. Quelch, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Heath Hawker, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Scott W. Absher and Bennet Tchaikovsky, 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 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 John A. Quelch, Bennet Tchaikovsky, and Heath Hawker 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, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, 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. 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. 117 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, 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, and NYSE 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. John A. Quelch, Bennet Tchaikovsky, and Heath Hawker will serve as members of our audit committee, and Mr. Tchaikovsky will chair the audit committee. Under the NYSE 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 Messrs. Quelch, Tchaikovsky, and Hawker meet the independent director standard under NYSE 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 Mr. Tchaikovsky 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; ·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 relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ·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 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. 118 Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Messrs. Quelch, Tchaikovsky, and Hawker will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Messrs. Quelch, Tchaikovsky and Hawker are independent, and Mr. Quelch will chair the compensa