Our directors, director nominees and executive officers are as follows:Jason H. Karp, our Executive Co-Chairman, has been the Co-Founder and Chief Executive Officer of HumanCo since January 2019. Jason is driven by a passionate belief that improving health is the most effective strategy to increase global prosperity. Jason has also been the Chairman and Co-Founder of Hu (as in Human), one of the fastest growing snack companies in the U.S., since February 2011. Previously, from July 2011 until December 2018, Jason served as the Founder and Chief Investment Officer of Tourbillon Capital Partners, an investment fund that managed over $4 billion, and he has over 21 years of investment experience. Jason is also a member of the board of the Friedman School of Nutrition Science and Policy at Tufts University. Jason has a B.S. in Economics with a concentration in Finance, summa cum laude, from the Wharton School of the University of Pennsylvania. We believe that Jason’s significant public and private market investment experience, business expertise, financial acumen and business industry contacts make him uniquely qualified to co-lead our board.Ross Berman, our Chief Executive Officer and director, has been the Co-Founder and President of HumanCo since January 2019. Ross has over 20 years of investment experience, including in public and private equity markets and in the consumer sector. Prior to co-founding HumanCo, Ross was the President and Chief Strategy Officer at Tourbillon Capital Partners from January 2018 to January 2019. From July 2012 through March 2017, he was the Founder and Chief Investment Officer of Green Owl Capital Management and, from June 2002 to April 2011, was a Co-Founder and Co-Portfolio Manager of BAM Capital Management. Ross is currently a board member of Hu (as in Human), one of the fastest growing snack companies in the U.S. and is also a board member of Maccabi USA, a not-for-profit organization with a mission of building Jewish pride and community through sports. Ross has a B.B.A. in Accounting from the University of Wisconsin-Madison.We believe that Ross’ significant public and private market investment experience and financial expertise make him well qualified to sit on our board.Brett Thomas, our President, has been the Co-Founder and Managing Partner of CAVU Venture Partners since June 2015. Prior to that, Brett was the Founder of Thematic Capital Partners, a private investment vehicle focused on private/public equity investments in the consumer sector. Before entering into the consumer investing space, Brett worked at Scout Capital Management, a long-short hedge fund focusing on special situations with over $9B in AUM based in New York, for five years. He is a graduate of Boston College, with a concentration in Finance. In 2017, Brett was elected to Boston College’s prestigious “40 under 40 list” and was named a “Consumer Catalyst” by Forbes as one of the top dealmakers and influencers in the consumer space. Amy Zipper, our Chief Operating Officer, has served as the Chief Operating Officer of HumanCo since March 2020. Amy previously managed operations, human resources, legal, technology, marketing and investor relations for New York-based investment management firms. From September 2012 until May 2018, she was President and Chief Operating Officer of Tourbillon Capital Partners. Amy was recognized by EY and the Hedge Fund Journal as one of the “50 Leading Women in Hedge Funds” in 2017. She began her career as an associate 114 TABLE OF CONTENTSat Sullivan & Cromwell LLP and Schulte Roth & Zabel LLP. She graduated with Honors and Phi Beta Kappa with a B.A. in International Studies from Johns Hopkins University and received her Juris Doctor from N.Y.U. School of Law as a Dean McKay Scholar. She is a member of the Connecticut, Florida and New York State Bars. Rohan Oza, our Co-Chairman nominee, has been the Co-Founder and Managing Partner of CAVU Venture Partners since June 2015. In 2002, Rohan left The Coca-Cola Company to join Glacéau, where, as partner and Chief Marketing Officer, he built the brands Vitamin Water and Smartwater via innovative marketing and partnerships with 50 Cent, Jennifer Aniston, Kobe Bryant, and Tom Brady. In 2007, The Coca-Cola Company purchased Glacéau for $4.1 billion. Some of Rohan’s latest ventures include Popchips, Vita Coco and Bai. Rohan was named to the “40 Under 40” list by Crain’s in 2007 and by Sports Business Journal in 2008 and 2009. Rohan is also a recurring Guest Shark on ABC’s Shark Tank. Rohan received a Bachelor’s degree from the University of Nottingham and an MBA from the University of Michigan’s Ross School of Business. We believe that Rohan’s significant private equity, brand building and management experience make him well qualified to co-lead our board.Kat Cole, our director nominee, has been the Chief Operating Officer and President of Focus Brands since June 2017. In that role, Kat is responsible for leading the company’s seven brands and overseeing its licensing and international divisions, building revenues and profits through global licensing, manufacturing and ecommerce. Kat joined Focus Brands in October 2010 as President of Cinnabon and successfully drove the multi-channel business to record sales and growth, brand expansion and franchise evolution. Prior to Focus Brands, Kat was a Vice President at Hooters of America, Inc. Kat invests in and advises founders of early stage startups, and is a Young Global Leader of the World Economic Forum, a member of the board of directors of Milk Bar, past chair of the Women’s Foodservice Forum, and an active humanitarian, including on the United Nations Global Entrepreneurs Council. Kat received her MBA from Georgia State University.We believe that Kat’s significant investment experience and operational expertise make her well qualified to sit on our board.John Foraker, our director nominee, is a leading authority in the organic and natural foods industry. Since September 2017, John has served as Co-Founder and Chief Executive Officer of Once Upon a Farm, LLC, a fresh kid nutrition brand. Prior to that, from 2004 to 2014, John was Chief Executive Officer and a director of Annie's, Inc., a leading natural & organic food brand, taking it public in 2012 just prior to the company’s buyout by General Mills, Inc. in October 2014. From 2014 to September 2017, John served as President of the Annie’s Operating Unit at General Mills and was a member of the General Mills North American leadership team. John was awarded EY Entrepreneur of the Year 2015 in Northern California, recognizing his entrepreneurial excellence in the retail and consumer products category. Prior to his tenure at Annie’s, John served as Vice President at Bank of America, overseeing commercial banking client relationship management in the bank’s premium wine business portfolio. John holds a Bachelor of Science degree in agricultural economics from the University of California, Davis and a Masters of Business Administration from the University of California, Berkeley.We believe that John’s significant experience with public and private companies within the organic and natural foods industry make him well qualified to sit on our board.Dean Hollis, our director nominee, spent 21 years with ConAgra Foods before retiring in 2008 as the President and Chief Operating Officer of the Consumer Foods and International division. Since December 2008, Dean has served as a senior advisor for Oaktree Capital, a $100 billion worldwide private equity firm. In addition, Dean is currently chair of the board of directors of Hain Celestial Group, Inc., a position he has held since October 2017 and chair of the board of directors for SunOpta, Inc., a position he has held since October 2016. Since May 2019, Dean has also served as chair of the board of directors of Boardriders, Inc. Previously, from 2008 until its sale to Tyson Foods in June 2017, Dean was chair of the board of directors of Advance Pierre Foods, Inc. He also served on the board of directors of Diamond Foods until its sale to Snyder’s-Lance in February 2016. Dean also served as chair of the board of directors of Boulder Brands until its sale to Pinnacle Foods in January 2015 and on the board of directors of Landec Corporation from 2009 through 2015. Dean holds a bachelor’s degree in Psychology from Stetson University and serves on its board of directors.115 TABLE OF CONTENTSWe believe that Dean’s significant public and private market investment expertise and significant public board experience make him well qualified to sit on our board.Brian Kelley, our director nominee, has been the Chairman and Chief Executive Officer of PearlRock Partners, an investment vehicle, since May 2020. Prior to that, he was a partner at Lindsay Goldberg LLC, a private equity firm, from January 2017 through May 2020. From November 2012 to May 2016, he served as President and Chief Executive Officer of Keurig Green Mountain, Inc., a beverage company that was acquired by JAB Holding Company in March 2016. From April 2007 to November 2012, Brian was employed by The Coca-Cola Company, a consumer beverage company, serving as the President of still/non-carbonated beverages and supply chain from April 2007 to August 2012 and President, Coca-Cola Refreshments from August 2012 to November 2012. From July 2002 to April 2007, Brian served as President and Chief Executive Officer of Sirva, Inc., a relocation services company. Previously, Brian held executive and other positions with Ford Motor Company, General Electric, and Procter & Gamble. Brian previously served as a member of the board of directors of Keurig Green Mountain from November 2012 to July 2018, a member of the board of directors of Blue Apron Holdings, Inc. from June 2017 through October 2020 and a member of the board of directors of AMAG Pharmaceuticals, Inc., a pharmaceutical company, from December 2016 to September 2017. Brian holds a B.A. degree in economics from the College of the Holy Cross. We believe that Brian’s significant public market experience in executive management and board experience make him well qualified to sit on our board.Number and Terms of Office of Officers and DirectorsWe expect to have seven directors upon completion of this offering, with each director holding office for a two-year term. Prior to the completion of our initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our shares of Class B common stock. In addition, prior to the completion of our initial business combination, holders of a majority of our shares of Class B common stock may remove a member of the board of directors for any reason.Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors. Our officers are appointed by the board of directors and serve at the discretion of the board of directors. 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 IndependenceNasdaq listing rules 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in the Nasdaq listing rules and applicable SEC rules. Our board has determined that each of Kat Cole, John Foraker, Dean Hollis and Brian Kelley, are independent directors under applicable SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Officer and Director CompensationThe 75,000 shares of Class B common stock transferred to Mr. Berman and the 25,000 shares of Class B common stock transferred to Mrs. Zipper for their services as officers of the company, and the 10,000 shares of Class B common stock transferred to a financial analyst consist of shares of Class B common stock that were purchased by our sponsor. In no event will our existing officers or directors be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, 116 TABLE OF CONTENTSthe completion 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, 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 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. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, 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 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 team’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 DirectorsUpon the effective date 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. Both our audit committee and our compensation committee will be composed solely of independent directors.Audit CommitteeUpon 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 John Foraker, Dean Hollis and Brian Kelley. John Foraker 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 John Foraker 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:•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm;•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;117 TABLE OF CONTENTS•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;•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, 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 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 Financ