Our directors, director nominees and officers are as follows: Name Age Title Oleg Nodelman 44 Chief Executive Officer and Chairman Nominee Scott Perlen 46 Chief Financial Officer Scott Platshon 30 Chief Operating Officer Caroline Stout 30 Chief Investment Officer Sarah Marriott 44 Secretary and Director Douglas Giordano 59 Director Nominee Nina Kjellson 47 Director Nominee Praveen Tipirneni, M.D. 53 Director Nominee Douglas E. Williams, Ph.D. 63 Director Nominee Oleg Nodelman has been our Chief Executive Officer since January 2021 and is our Chairman Nominee. Mr. Nodelman has been the Portfolio Manager of EcoR1, a biotech-focused investment advisory firm that invests in companies at all stages of research and development, since he founded it in 2013. With nearly 20 years of experience in biotech investing, Mr. Nodelman has expertise in all aspects of investment management and deep roots in the biotech and scientific communities. Before founding EcoR1, Mr. Nodelman was an analyst and portfolio manager from 2001 to 2012 at Biotechnology Value Fund. Prior to BVF, Mr. Nodelman worked in strategic consulting and organizational management at Mercer Management Consulting (now Oliver Wyman). He currently serves as a Board Member for Prothena (Nasdaq: PRTA), a clinical-stage neuroscience company focused on the discovery and development of novel therapies and was the Chief Executive Officer and Chairman of Panacea Acquisition Corp. Mr. Nodelman has a Bachelor of Science in Foreign Service with a concentration in Science and Technology from Georgetown University. Mr. Nodelman is well qualified to serve as the Chairperson of our board of directors because of his experience serving on the boards of directors of public and private companies in the pharmaceutical/biotechnology sector, as well as his role as Founder and Portfolio Manager of EcoR1. Scott Perlen has been our Chief Financial Officer since January 2021. Mr. Perlen was the Chief Financial Officer of Panacea Acquisition Corp. and has been the Chief Financial Officer of EcoR1 since joining the firm in 2019. He oversees accounting and finance for EcoR1 and its investment funds as well as the funds’ day to day trade operations. Prior to joining EcoR1 in 2019, Mr. Perlen served as Chief Financial Officer for seven years at Sheffield Asset Management, LLC, a Chicago-based investment firm. Prior to Sheffield, Mr. Perlen was a Vice President at Grosvenor Capital Management, LP, a global leader in the alternative asset industry. During his seven years at Grosvenor, Mr. Perlen managed a group dedicated to providing outsourced CFO functionality to a number of investment firm managers and also assisted in performing operational due diligence reviews on underlying investment firms. Prior to joining Grosvenor in 2005, Mr. Perlen was an Assistant Vice President at Bank of America, focusing on operational risk and accounting for the bank’s derivatives business. From 1997 to 2002, Mr. Perlen managed the operations and fund accounting at Sunrise Capital Partners, LLC, a San Diego-based investment firm. Mr. Perlen received his Bachelor of Science in Finance from the University of Illinois at Urbana-Champaign in 1997. Scott Platshon has been our Chief Operating Officer since January 2021. Mr. Platshon also served as Chief Operating Officer of Panacea Acquisition Corp. and joined EcoR1 in 2015 where he currently serves as a Partner and is responsible for due diligence and analysis of biotechnology companies for value-oriented investment opportunities. Mr. Platshon previously worked at Aquilo Partners, a boutique life sciences investment bank. Mr. Platshon holds a Bachelor of Science in Bioengineering from Stanford University. 118 Table of Contents Caroline Stout has been our Chief Investment Officer since January 2021. Ms. Stout also served as Chief Investment Officer of Panacea Acquisition Corp. and joined EcoR1 in 2014 where she currently serves as a Partner. At EcoR1, she has led several of the firm’s investments in the biotechnology sector. Ms. Stout previously worked as an Investment Banking Analyst at Credit Suisse in New York. She has experience working on a range of transactions in the healthcare and biotechnology sectors, including leveraged buyouts, initial public offerings and follow-on equity raises. Ms. Stout graduated magna cum laude from Georgetown University with a Bachelor of Arts in Economics, a Pre-Medical concentration, and Cognitive Science minor. Sarah Marriott has served as our Secretary and on our board of directors since January 2021. Ms. Marriott also served as Secretary and on the board of directors of Panacea Acquisition Corp. Ms. Marriott joined EcoR1 in 2014 and is the firm’s Chief Operating Officer and Chief Compliance Officer, where she is responsible for operational, regulatory and compliance issues. Ms. Marriott has experience working across the diverse areas of civil and criminal litigation. Prior to EcoR1, she served as a Deputy District Attorney in Solano County, California. Prior to serving as a prosecutor, Ms. Marriott practiced at Orrick, Herrington & Sutcliffe LLP in San Francisco, where she handled commercial litigation matters. Ms. Marriott previously completed a clerkship on the federal Court of Appeals for the Tenth Circuit. Ms. Marriott holds a law degree from the University of California, Berkeley, and a Bachelor of Arts degree from Amherst College. Douglas Giordano has agreed to serve on our board of directors following the completion of this offering. Mr. Giordano is currently Senior Vice President of Pfizer Worldwide Business Development Group (“Pfizer”). Since 2007, Mr. Giordano has been responsible for leading Pfizer’s evaluation, negotiation and execution of product licensing, partnerships and m&a transactions. Under Mr. Giordano’s leadership, Pfizer has deployed over $125 billion of capital to business development across a wide range of transaction types from venture investing, biotech licensing through large scale m&a. Mr. Giordano also led Pfizer’s initial public offering/split off of Zoetis, Pfizer’s consumer joint venture with GlaxoSmithKline plc (NYSE: GSK), and the recently closed spin/merger of Viatris. Before leading Pfizer’s Worldwide Business Development group, Mr. Giordano held positions of increasing responsibility within Pfizer’s U.S. Pharmaceuticals Group, including roles in finance, manufacturing and commercial strategy. Prior to joining Pfizer, Mr. Giordano was a consultant at Booz, Allen & Hamilton. From 2017 to 2019, Mr. Giordano served on the board of directors of ICU Medical, Inc. Mr. Giordano earned a bachelor’s degree in Biomedical Engineering from Duke University and an M.B.A. from Cornell University’s Johnson School of Business. He currently serves on the board of Cerevel Therapeutics and is a member of the Duke University School of Medicine Board of Visitors. Mr. Giordano is well qualified to serve on our board of directors because of his deep knowledge of the biotechnology industry as well as his experience serving on the boards of directors of companies in the pharmaceutical/biotechnology sector. Nina Kjellson has agreed to serve on our board of directors following the completion of this offering. Ms. Kjellson joined Canaan Partners (“Canaan”) in 2015 and is a General Partner, investing in health care companies that aim to transform care for patients. She focuses on therapeutics for serious and underserved conditions such as cancer, autoimmune, orphan and rare diseases and life-threatening infections. As a leader of Canaan’s Women of Venture program, Ms. Kjellson is a vocal advocate for women entrepreneurs and investors. She is a member of the advisory board for the Oliver Wyman Health Innovation Center and is a 2018 Aspen Institute Health Innovators Fellow. She serves on the boards of PACT Pharma, Tizona Therapeutics, Trishula Therapeutics, Tyra Biosciences, Vineti and WellTok. Prior to Canaan, Ms. Kjellson was a General Partner at InterWest Partners (“InterWest”) where she had invested in healthcare start-ups since 2002. Before InterWest, she was an investment manager at Bay City Capital, a life sciences merchant bank, and a research associate at Oracle Partners, a healthcare-focused hedge fund. Ms. Kjellson began her career conducting health policy and survey research with the Kaiser Family Foundation. Her previous investments include Alt12 (acquired by Honest Company), Aspreva (ASPV; acquired by Galenica), CNS Therapeutics (acquired by Covidien), Cidara (CDTX), Eiger Biopharmaceuticals (EIGR), Labrys Biologics (acquired by Teva), NovaCardia (acquired by Merck), Ocera (OCRX; acquired by Mallinckrodt), Trius 119 Table of Contents Therapeutics (TSRX; acquired by Cubist), Paratek (PRTK) and Tesaro (TSRO). Ms. Kjellson was born in Scandinavia and grew-up in the Northeast. Ms. Kjellson received a B.A. in human biology from Stanford University (1997). She chairs the board of Essential Access Health and serves on the boards of Girl Effect and Life Science Cares. She has co-developed an immersive curriculum for diversity and inclusion in healthcare with Impact Experience, called Impact Experience: HealthEquity. Ms. Kjellson is well qualified to serve on our board of directors because of her deep knowledge of the biotechnology industry as well as her experience serving on the boards of directors of companies in the pharmaceutical/biotechnology sector. Praveen Tipirneni, M.D. has agreed to serve on our board of directors following the completion of this offering. Praveen Tipirneni, M.D. is President and CEO of Morphic Therapeutic Inc. (“Morphic Therapeutic”). Before joining Morphic Therapeutic in 2015, he was Senior Vice President of Corporate Development and Global Strategy at Cubist Pharmaceuticals (“Cubist”), a position in which he served from 2002 until the company’s acquisition by Merck in 2015. In his time at Cubist, he was a member of the clinical group working on the Cubicin NDA (skin and skin structure infections) and sNDA (Staph. Bacteremia and Endocarditis) teams. At Cubist, he was head of business development since January 2006. Prior to joining Cubist, Dr. Tipirneni worked at Sun Microsystems in corporate strategy, Covad Communications in Corporate Strategy, and Deltagen in business development. He also served time as a 1st Lieutenant in the U.S. Army. Dr. Tipirneni received a bachelor’s degree from MIT in mechanical engineering and an M.D. from McGill University. After completing his post-graduate residency in Internal Medicine at University of Illinois, Chicago, he received his MBA from the University of Pennsylvania’s Wharton School of Business in healthcare finance. Dr. Tipirneni is well qualified to serve on our board of directors because of his deep knowledge of the pharmaceutical/biotechnology sector. Douglas E. Williams, Ph.D. has agreed to serve on our board of directors following the completion of this offering. Dr. Williams is currently the President, CEO and member of the Board of Directors of Codiak BioSciences. Before joining Codiak BioSciences in 2015, Dr. Williams was previously Biogen’s Executive Vice President, Research and Development, serving in this role from January 2011 to July 2015. He joined Biogen from ZymoGenetics, where he was most recently CEO and member of the board of directors. ZymoGenetics was purchased for $985MM by Bristol Myers Squibb during Dr. Williams’s tenure. Previously, he held leadership positions within the biotechnology industry, including Chief Scientific Officer and Executive Vice President of Research and Development at Seattle Genetics, and Senior Vice President and Washington Site Leader at Amgen. Dr. Williams served in a series of scientific and senior leadership positions over a decade at Immunex, including Executive Vice President and Chief Technology Officer and as a member of the board of directors. From 2014 to 2019, Dr. Williams served on the board of Ironwood Pharmaceuticals, Inc. From 2012 to 2017, Dr. Williams served on the board of Regulus Therapeutics Inc. During his more than 30 year career in the biotechnology industry, he has played a role in the development of several novel drugs including Enbrel, Tecfidera, and Spinraza. He has served on the board of numerous biotechnology companies and is currently a member of the board of directors of Ovid Pharmaceuticals, and Chairman of the board of AC Immune, and is a director for private companies Cygnal Therapeutics and Xenikos. Dr. Williams is well qualified to serve on our board of directors because of his deep knowledge of the pharmaceutical/biotechnology sector. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of six members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Nina Kjellson and Douglas E. Williams, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Douglas Giordano and Praveen Tipirneni, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Oleg Nodelman and Sarah Marriott, will expire at our third annual meeting of shareholders. 120 Table of Contents Prior to consummation of our initial business combination, holders of our Class B ordinary shares and holders of our Class F ordinary shares, voting together as a single class, will have the right to appoint all of our directors and remove members of our board of directors for any reason. Holders of our public shares will not have the right to appoint directors during such time. These particular provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of the issued and outstanding ordinary shares who attend and vote at a general meeting, which shall include the affirmative vote of a simple majority of our Class B ordinary shares and Class F ordinary shares. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the shareholders, prior to our initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by holders of a majority of the issued and outstanding Class B ordinary shares and Class F ordinary shares, voting together as a single class. 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 amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a President, Vice Presidents, Assistant Secretaries, and a Treasurer) as our board of directors from time to time may determine. 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 with the company which in the opinion of the company’s board of directors, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that each of Douglas Giordano, Nina Kjellson, Praveen Tipirneni and Douglas E. Williams is an independent director as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our officers or directors have received any compensation for services rendered to us. Our sponsor, officers, directors and their respective affiliates 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 by us to our sponsor, officers, directors or our or any of their respective affiliates. In January 2021, our sponsor transferred 25,000 founder shares to each of our independent director nominees at their original purchase price. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. 121 Table of Contents We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating committee, each of which will be composed solely of independent directors. Subject to phase-in rules, Nasdaq listing standards 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. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 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. The members of our audit committee will be Douglas Giordano, Praveen Tip