Our officers, directors and director nominees are as follows: Name Age Position Clive Meanwell 63 Chief Executive Officer; Director Ian Read 67 Executive Chairman; Director Nominee Christopher Visioli 44 Chief Financial Officer Chris Cox 55 Senior Vice President Whit Bernard 36 Senior Vice President Farah Champsi 59 Director Nominee Clarke Futch 53 Director Nominee Charles Homcy 70 Director Nominee Our founding team Clive Meanwell, Co-Founder; Chief Executive Officer; Director Clive Meanwell is our co-founder and has been our Chief Executive Officer since September 2020. Dr. Meanwell is a Founding Partner of Population Health Partners. Dr. Meanwell was a founder of The Medicines Company and was a director of The Medicines Company from 1996 until The Medicines Company was acquired by Novartis for $9.7 billion in January 2020. From December 2018 until January 2020, Dr. Meanwell served as The Medicine Company’s chief innovation officer. Prior to December 2018, he served as The Medicine Company’s chief executive officer since February 2012, The Medicine Company’s chief executive officer and president from October 2009 to February 2012, The Medicine Company’s chief executive officer from August 2004 to October 2009, as The Medicine Company’s president from August 2004 to December 2004, The Medicine Company’s executive chairman from September 2001 to August 2004 and The Medicine Company’s chief executive officer and president from 1996 to September 2001. Dr. Meanwell was also chairman of The Medicine Company’s board from September 2001 to August 2015. Dr. Meanwell is the vice chairman of BB Biotech, a Swiss investment corporation. From 1995 to 1996, Dr. Meanwell was a partner and managing director at MPM Capital, L.P., a venture capital firm. From 1986 to 1995, Dr. Meanwell held various positions at Hoffmann-La Roche, Inc., a pharmaceutical company, including senior vice president from 1992 to 1995, vice president from 1991 to 1992 and director of product development from 1986 to 1991. Dr. Meanwell received an M.D. (M.B. Ch.B.) and a Ph.D. (M.D.) from the University of Birmingham, United Kingdom. Dr. Meanwell’s qualifications to serve on our Board of Directors include his significant experience building and leading successful biotechnology companies, developing pharmaceuticals and his scientific expertise. Ian Read, co-founder; Executive Chairman; Director Nominee Ian Read is our co-founder and will be our Executive Chairman. Mr. Read has served as the Operating Executive for Global Healthcare at The Carlyle Group since January 2020. Mr. Read was Chairman and Chief Executive Officer of Pfizer from December 2010 until January 2019, and Executive Chairman until December 2019. 125 Table of Contents Previously, he served as Senior Vice President and Group President of the Worldwide Biopharmaceutical Businesses, which he led from 2006 through December 2010. In that role, he oversaw five global business units—Primary Care, Specialty Care, Oncology, Established Products and Emerging Markets. Mr. Read is an independent director at Kimberly Clark, having joined that company’s Board of Directors in 2007. He also serves as Chairman of DXC Technology and will become a founding member of the Board of Directors of Viatris upon the completion of that company’s formation. Mr. Read’s qualifications to serve on our Board of Directors include his significant experience in the global biopharmaceutical industry. Chris Visioli, Chief Financial Officer Chris Visioli has been our Chief Financial Officer since September 2020. Mr. Visioli served as Chief Financial Officer and Treasurer of The Medicines Company from March 2018 until January 2020. He previously served as Senior Vice President, Financial Strategy at The Medicine Company from January 2015 to March 2018 and Vice President, Cardiovascular Care from January 2013 to December 2014. Mr. Visioli joined The Medicine Company in June 2003 and worked in a variety of leadership roles in the organization, including finance, business development, investor relations, strategy, planning, and business leadership of the cardiovascular care unit. He led many efforts in the organization to acquire products and establish partnerships in addition to leading long-term strategy and financial planning work. Prior to joining The Medicine Company and before going to business school, Mr. Visioli was a management consultant for Ernst & Young LLP. Mr. Visioli received an M.B.A. with Honors, from Columbia Business School and a B.S. in electrical engineering, cum laude, from Cornell University. Chris Cox, Senior Vice President Chris Cox has been our Senior Vice President since September 2020. Mr. Cox is currently a Managing Partner at Population Health Partners. He is also a Senior Counsel at Cadwalader, Wickersham & Taft LLP, which he joined as a partner in January 2012. From February 2016 to March 2019, Mr. Cox was an Executive Vice President and the Chief Corporate Development Officer of The Medicines Company. Prior to January 2012, he was a partner at Cahill Gordon & Reindel. Mr. Cox received a B.S. and a J.D. from the University of Missouri. Whit Bernard, Senior Vice President Whit Bernard has been our Senior Vice President since September 2020. Mr. Bernard is currently a Founding Partner at Population Health Partners. From December, 2018 to April, 2020, Mr. Bernard was the Senior Vice President of Commercial Strategy and Business Development for The Medicines Company, which was acquired by Novartis in for $9.7 billion in January 2020. Prior to joining The Medicines Company, from 2013 to 2018, Mr. Bernard was a consultant in McKinsey’s Pharmaceuticals and Medical Products practice, where Mr. Bernard specialized in portfolio and corporate strategy for early-stage biotechnology companies, as well as commercial strategy for Top 20 pharmaceutical companies. Prior to joining McKinsey, Mr. Bernard worked in the arts, as a Fulbright Scholar in Latvia and then Director of Development at the International Contemporary Ensemble. Mr. Bernard received a B.A. from Brown University and an M.B.A. from the Kellogg School of Management at Northwestern University. Farah Champsi, Independent Director Nominee Farah Champsi has spent over 30 years evaluating, advising and building companies in the life sciences industry as a Managing Director at Alta Partners, a leading venture capital firm and as a senior banker at Robertson 126 Table of Contents Stephens, a preeminent emerging growth investment bank. From 1987 to 1999, Ms. Champsi was the lead banker for numerous successful initial public offerings, mergers and acquisitions and financings in the biotech industry. In her subsequent role at Alta Partners (2000-present), Ms. Champsi raised over $1 billion in venture funds, served as a board member of 14 public and private companies, and led investments in many companies, including Kite Pharma (acquired by Gilead for $11.9 billion in 2017), Portola Pharmaceuticals (acquired by Alexion Pharmaceuticals for $1.4 billion in 2020), Excaliard Pharmaceuticals (acquired by Pfizer in 2011) and Agensys (acquired by Astellas in 2007). Ms. Champsi received a B.A. from Smith College and an M.B.A. from Stanford University. She currently serves on the board of UCSF Benioff Children’s Hospitals and as a trustee of Smith College. We believe the Company will benefit from Ms. Champsi’s extensive network and reputation for constructive, active engagement and trusted working relationships with managements of dynamic, fast-growth companies. Ms. Champsi’s qualifications to serve on our Board of Directors include her significant business and finance experience in the biotech industry. Clarke Futch, Independent Director Nominee Clarke Futch brings over 30 years of experience in biopharmaceutical/healthcare investing and financing, having raised over $5 billion across eight investment vehicles, and executed more than 100 transactions, including royalty, equity, debt and M&A deals. Since 2001, as co-founder, Managing Partner, and Chairman of the Investment Committee at Healthcare Royalty Partners, he has led or co-led more than 50 royalty and related debt financings representing more than $3 billion of invested capital, involving companies ranging from emerging biopharma to some of the largest global pharmaceutical companies. Before co-founding Healthcare Royalty Partners, Mr. Futch served as a partner at Paul Capital Partners where he co-managed the firm’s royalty investments as a member of the royalty management committee. Mr. Futch previously served as a founding member of the healthcare group at Thomas Weisel Partners (now Stifel), and as a vice president at Raymond James. He holds a B.A., magna cum laude, from Vanderbilt University and a J.D. from the University of Virginia School of Law. We believe the company will benefit from Mr. Futch’s expansive network across the biopharmaceutical industry, his decades of experience structuring and executing a broad range of innovative transactions, and his trusted relationships with major institutional investors. Mr. Futch’s qualifications to serve on our Board of Directors include his significant biopharmaceutical investing and financing experience. Charles Homcy, Independent Director Nominee Charles Homcy, M.D. has served as a director of BridgeBio since November 2018, Chairman of Pharmaceuticals since February 2019, and Lead Director since February 2020. In 2010, Dr. Homcy joined Third Rock Ventures, a venture capital firm, where he is currently a partner. He served as President and Chief Executive Officer of Portola Pharmaceuticals, a clinical biotechnology company, and he served as their President and Chief Executive Officer since co-founding the company in 2003 until 2010. Prior to that, Dr. Homcy served as the President of Research and Development at Millennium Pharmaceuticals, Inc. (currently, Takeda Oncology), a biopharmaceutical company, following its acquisition of COR Therapeutics, Inc. in 2002. He joined COR Therapeutics, Inc., a biopharmaceutical company, in 1995 as Executive Vice President of Research and Development, and he served as a director of the company from 1998 to 2002. Dr. Homcy was a clinical professor of medicine at the University of California, San Francisco Medical School, and attending physician at the San Francisco Veterans Affairs Hospital from 1997 to 2011. He was previously president of the medical research division of American Cyanamid-Lederle Laboratories, a division of Wyeth-Ayest Laboratories. He currently serves on the board of directors of Portola Pharmaceuticals, 127 Table of Contents Inc. (Nasdaq: PTLA), a position he has held since 2004, and of Global Blood Therapeutics, Inc. (Nasdaq: GBT). Dr. Homcy received a B.A. and an M.D. from Johns Hopkins University and currently serves on its board of trustees. We believe the Company will benefit from Dr. Homcy’s experience at biopharmaceutical companies, his significant business leadership and strong medical background. Dr. Homcy’s qualifications to serve on our Board of Directors include his significant biopharmaceutical industry experience. Number and terms of office of officers and directors Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of , will expire at our first general annual meeting. The term of office of the second class of directors, consisting of , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , will expire at our third annual general meeting. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. 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 appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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 provides that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director independence The rules of Nasdaq 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Farah Champsi, Clarke Futch and Charles Homcy are “independent directors” 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 executive officers or directors have received any cash compensation for services rendered to us. Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any 128 Table of Contents out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner 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, executive 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 reimbursements, 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 our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our founding 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed 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 business combination, 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 executive 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 founding team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive 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 founding team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our founding team 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 executive officers and directors that provide for benefits upon termination of employment. Committees of the board of directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq 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 rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been 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. 129 Table of Contents 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. will serve as members of our audit committee. Our board of directors has determined that each of are independent. will serve as the chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our