Officers, Directors and Director Nominees Our officers, directors and director nominees are as follows: Name Age Position John Darwin 32 Co-Chief Executive Officer and Director Joshua Mann 34 Co-Chief Executive Officer and Director Chris Fameree 40 Chief Financial Officer John Burdiga 58 Director nominee Peter Torres 59 Director nominee Jonathan Summers 49 Director nominee John Darwin has served as our Co-Chief Executive Officer and a member of our Board since our inception. Mr. Darwin is a co-founder of Luminous Capital Inc. and has served as a Managing Partner of Luminous Capital Inc. since January 2020, where he identifies engagements, guides debt and equity investment strategy, and manages operations of private and public portfolio companies. Previously, from March 2018 to March 2021, Mr. Darwin was co-founder and President of OCG, Inc. (ONE Cannabis), a United States-based cannabis dispensary franchisor. While at OCG, Inc., Mr. Darwin grew the franchise business from inception to operations across multiple states and negotiated a sale to another publicly traded cannabis company, where he maintains the title of VP of Corporate Development since April 2021. Mr. Darwin has over six years of vertically integrated cannabis operational and venture capital experience, with experience managing large scale cultivation, vertically integrated operations, and multi-national brand strategies. Prior to the cannabis industry, Mr. Darwin held various roles in private equity and corporate finance and has a decade of professional and transaction experience. We believe Mr. Darwin is well-qualified to serve as a member of our board of directors due to his experience in the cannabis industry and in the private equity sector and his contacts and relationships. Joshua Mann has served as our Co-Chief Executive Officer and a member of our Board since our inception. Mr. Mann is a co-founder of Luminous Capital Inc. and has served as a Managing Partner of Luminous Capital Inc. since January 2020, where he helps guide the firm’s public company engagements, equity financing relationships, and cross border portfolio operations. Since August 2020, Mr. Mann has served as interim CEO of INDVR Brands (CSE: IDVR), a Colorado-based, Canada-listed company focused on the creation and distribution of unique and high-growth brands in the legal United States cannabis market. Mr. Mann has led the restructuring of INDVR Brands and negotiated multi-state transactions, management overhaul, streamlined operations for future expansion. Mr. Mann has over five years of cannabis brand and Canadian operational experience and over 13 years of structured finance and investment banking experience, with prior experience at Wildhorse Capital Partners and Stifel Nicolaus Weisel. Mr. Mann has assisted cannabis companies in structuring multiple reverse takeovers, go-public transactions, and raising over $70.0 million in capital. We believe Mr. Mann is well-qualified to serve as a member of our board of directors due to his experience in the cannabis industry and in the private equity sector and his contacts and relationships. Chris Fameree has served as our Chief Financial Officer since March 2021. Mr. Fameree has served as a Managing Director of Diligence Solutions Group, a comprehensive due diligence and quality of earnings firm, since September 2020. Previously, from 2007 to 2011, Mr. Fameree served as a Senior Manager in the Transaction Advisory Services Group and Audit Group of a large regional CPA firm. During this time, Mr. Fameree participated in numerous business combinations and due diligence assignments. These transactions ranged from $10 million to over $100 million in value. From 2004 to 2006, Mr. Fameree also worked at a Big Four CPA firm, where he served lead roles on engagements from international Fortune 500 companies to closely held private manufacturers. Mr. Fameree has over 15 years of combined public accounting and industry experience and has led and participated in numerous engagements, including due diligence engagements, financial statement audits, and other advisory projects. Mr. Fameree received his Bachelor of Business Administration in Accounting from the University of Wisconsin in 2004. Mr. Fameree is licensed as a Certified Public Accountant in North Carolina and Wisconsin. John Burdiga will join our Board upon effectiveness of this offering. Mr. Burdiga has been serving as Managing Partner at Cambio Merchant Capital since 2013. From November 2011 to September 2017, Mr. Burdiga served as a Director of Woodrose Corporation, and, from February 2002 to July 2008, served as the Director of Business Development for Envoy Capital Management Ltd. Mr. Burdiga has led due diligence and advisory work in over $1.0 billion of real estate and M&A transactions along with multi-national Fortune 500 public companies and private entities. In December 2008, Mr. Burdiga completed a mortgage broker course of study at Mount Royal University. Mr. Burdiga’s background in asset-backed lending, mergers and acquisitions, and private and public company forum provides a strong transactional network. We believe Mr. Burdiga is well-qualified to serve as a member of our board of directors due to his extensive experience in mergers and acquisitions and public company transactions, and his contacts and relationships. 125 Peter Torres will join our Board upon effectiveness of this offering. Since February 2008, Mr. Torres has been serving as the President of Rex Internet, an ISP provider to the United States hospitality industry, which Mr. Torres founded and later sold in 2006. In 2009, Mr. Torres founded Mills Motors, a web based operation that functioned as a virtual global wholesale vehicle brokerage platform with 200 United States points of pickup, pay and storage in the United States, which Mr. Torres sold in 2016. Since 2018, Mr. Torres has invested in technology-based companies focused on DLT and blockchain. Mr. Torres received his MBA from the American Graduate School of International Management in Arizona. We believe Mr. Torres is well-qualified to serve as a member of our board of directors due to his Silicon Valley experience, his experience in investing in technology-focused companies, and his contacts and relationships. Jonathan Summers will join our Board upon effectiveness of this offering. Mr. Summers has been serving as the chairman of EXMceuticals Inc., a Canadian-listed medical cannabis company since May 2019. He also serves on the advisory board for Mocha Holdings LLC, a data privacy company. From May 1996 until May 2011, Mr. Summers served in various roles at Goldman Sachs, most recently serving as a Managing Director. Mr. Summers served as the Founding Partner and the Head of Business Development for Everett Capital Advisors, a $700.0 million London-based investment fund from October 2015 to October 2019, and served as the Founding Principal and Head of Business Development for Myriad Asset Management, a $5.0 billion Hong Kong-based multi-strategy asset management firm, from September 2011 to December 2014. Mr. Summers holds a Master in Modern History (1st class) from Oxford University. We believe Mr. Summers is well-qualified to serve as a member of our board of directors due to his experience in investment banking and in strategically growing businesses, and his contacts and relationships. 126 Number and Terms of Office of Officers and Directors We will have five 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 Nasdaq 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 Nasdaq. The term of office of the first class of directors, consisting of Mr. Burdiga will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Summers and Torres, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Darwin and Mann, will expire at the third annual meeting of stockholders. 127 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, co-Chief Executive Officers, 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 Nasdaq 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 all of our directors, other than Messrs. Darwin and Mann, are “independent directors” as defined in the Nasdaq 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 Luminous Capital Inc., an affiliate of 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. 128 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, Nasdaq 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 Nasdaq 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 Burdiga, Jonathan Summers, and Peter Torres will serve as members of our audit committee, and Mr. Summers will chair the audit committee. Under the Nasdaq 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. Burdiga, Summers, and Torres meet the independent director standard under Nasdaq 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. Summers 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. 129 Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. John Burdiga, Jonathan Summers, and Peter Torres will serve as members of our compensation committee. Under the Nasdaq 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. Burdiga, Summers, and Torres are independent, and Mr. Torres will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: •reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chief Executive Officers’ compensation, if any is paid by us, evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation; •reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; •reviewing on an annual basis our executive compensation policies and plans; •implementing and administering our incentive compensation equity-based remuneration plans; •assisting management in complying with our proxy statement and annual report disclosure requirements; •approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; •if required, producing a report on executive compensation to be included in our annual proxy statement; and •reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to Luminous Capital Inc., an affiliate of our sponsor, of $10,000 per month, for up to 18 months, for the office space, utilities, and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the a