Our officers, directors and director nominees are as follows: NAME ​ ​ AGE ​ ​ POSITION ​ Peter Kolchinsky, Ph.D. ​ ​ ​ ​ 44 ​ ​ ​ Chief Executive Officer and Chairman ​ Tess Cameron ​ ​ ​ ​ 35 ​ ​ ​ Chief Financial Officer and Director ​ Matthew Hammond, Ph.D. ​ ​ ​ ​ 32 ​ ​ ​ Chief Investment Officer and Director ​ Stephen J. Hoffman, M.D., Ph.D. ​ ​ ​ ​ 67 ​ ​ ​ Director ​ Thomas Leggett ​ ​ ​ ​ 44 ​ ​ ​ Director ​ Peter Kolchinsky, Ph.D., 44, has been our Chief Executive Officer and board Chairman since July 2020. Mr. Kolchinsky has served as a Portfolio Manager and Managing Partner of RA Capital Management, L.P. since September 2004. Mr. Kolchinsky is active in both public and private investments in companies developing drugs, medical devices, diagnostics, and research tools. He serves as a member of the board of directors of Therapeutics Acquisition Corp., Sojournix, Inc., Freenome Holdings, Inc., Wave Life Sciences Ltd. and Forma Therapeutics Holdings, Inc. He previously served as a member of the board of directors of Synthorx, Inc. and Dicerna Pharmaceuticals, Inc. He served on the Board of Global Science and Technology for the National Academy of Sciences, is the author of “The Great American Drug Deal” and “The Entrepreneur’s Guide to a Biotech Startup.” He founded the non-profit No Patient Left Behind to advocate for healthcare reforms that would solve affordability and promote continued biomedical innovation. Mr. Kolchinsky holds a B.A. in Biology from Cornell University and a Ph.D. in Virology from Harvard University. We believe that Mr. Kolchinsky’s experience in the healthcare industry makes him well qualified to serve as the Chairman of our board of directors. Tess Cameron, 35, has been our Chief Financial Officer and a Director since July 2020. Ms. Cameron is a Principal on the Investment Team at RA Capital Management and has been with RA Capital since June 2020. Prior to RA Capital, Ms. Cameron was at Foghorn Therapeutics from January 2018 to May 2020, where she was Head of Finance. Prior to Foghorn, Ms. Cameron held finance leadership roles at Wave Life Sciences Ltd. from January 2017 to January 2018 and at Biogen from March 2014 to January 2017. Prior to joining biotech/pharma, she was a specialist on the corporate finance team at McKinsey & Co. Ms. Cameron has an HBA with a double major in Economics and Peace & Conflict studies from the University of Toronto, Canada. We believe that Ms. Cameron’s financial expertise and experience in the healthcare industry makes her well qualified to serve on our board of directors. Matthew Hammond, Ph.D., 32, has been our Chief Investment Officer and a Director since July 2020. Dr. Hammond is a Principal on the Investment Team at RA Capital Management and has been with RA Capital since December 2014. He works on both public and private healthcare companies. Dr. Hammond serves as a member of the board of directors of Therapeutics Acquisition Corp., Cerebral Therapeutics, Inc., Kira Pharmaceuticals, and DTx Pharma. Dr. Hammond holds a B.S. in Environmental Health Science from the University of Georgia and both a Ph.D. in Biomedical Science and an MBA with a concentration in Finance from the University of Connecticut. His graduate research investigated innate immune responses after intracerebral hemorrhage. We believe that Dr. Hammond’s experience in the healthcare industry makes him well qualified to serve on our board of directors. Stephen J. Hoffman, M.D., Ph.D. has served as a member of our Board of Directors since March 2021. Dr. Hoffman also currently serves on the Board of Directors of Dicerna Pharmaceuticals, Inc. (Nasdaq: DRNA) AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), Danforth Advisors and is Chairman of the Board of Directors of Apic-Bio, Inc. Dr. Hoffman served as Chief Executive Officer and director of Aerpio Pharmaceuticals, Inc. (NASDAQ: ARPO) from December 2017 until October 2019. Prior to that, he served as a senior advisor to PDL BioPharma, Inc. from February 2014 until November 2017. Previously he was a managing director at Skyline Ventures, a venture capital firm, from May 2007 until February 2014. From January 2003 to March 2007, Dr. Hoffman was a general partner at TVM Capital, a venture capital firm. From 1994 to 2002, he served as President, Chief Executive Officer and a member of the Board of Directors of Allos Therapeutics, Inc., a biopharmaceutical company, where he remained as Chairman of the Board of Directors until it was acquired 85 TABLE OF CONTENTS by Spectrum Pharmaceuticals, Inc. in September 2012. From 1990 to 1994, Dr. Hoffman completed a fellowship in clinical oncology and a residency/fellowship in dermatology, both at the University of Colorado. Dr. Hoffman was the scientific founder of Somatogen Inc., a biotechnology company that was acquired by Baxter International, Inc. in 1998, where he held the position of Vice President of Science and Technology from 1987 until 1990. Previously, Dr. Hoffman also served on the Boards of Directors of Genocea Biosciences, Inc. (NASDAQ: GNCA), which he resigned from effective April 11, 2017, Sirtris Pharmaceuticals, Inc., a pharmaceutical company that was acquired by GlaxoSmithKline (NYSE: GSK) in 2008 and Palleon Pharmaceuticals, Inc., which he resigned effective November 2020. Dr. Hoffman holds a Ph.D. in bio-organic chemistry from Northwestern University and an M.D. from the University of Colorado School of Medicine. We believe that Dr. Hoffman’s scientific and business experience, including his diversified background as an executive officer, director, and venture capital investor in biopharmaceutical companies, provide him with the qualifications and skills to serve as a member of our Board of Directors. Thomas Leggett has served as a member of our Board of Directors since March 2021. Mr. Leggett has served as the chief financial officer of Black Diamond Therapeutics since September 2019. Prior to joining Black Diamond, Mr. Leggett served as Senior Vice President of Finance and Chief Financial Officer at Axcella Health Inc., a biotechnology company, from January 2017 to August 2019. Prior to joining Axcella, Mr. Leggett served as the Treasurer and Head of Business Development Finance at Purdue Pharma L.P., a pharmaceutical company, from May 2016 to December 2017. From November 2009 to April 2016, Mr. Leggett was an Executive Director at UBS Securities LLC, an investment bank, in the Global Healthcare Group with a primary focus in the biopharmaceutical sector. Prior to UBS Securities, Mr. Leggett worked in the Global Healthcare investment banking groups at J.P. Morgan Securities and Lazard Frères & Company. Mr. Leggett holds an M.B.A. in finance from The Wharton School at the University of Pennsylvania and a B.A. in Economics from Columbia University. We believe that Mr. Leggett is qualified to serve on our board of directors because of his considerable qualifications, attributes and skills, including his distinguished financial background and experience in leadership roles in the biopharmaceutical industry. 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 elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of           , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of           , will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of           , will expire at our third annual meeting of stockholders. 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 concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of shares of common stock held by the sponsor upon consummation of this offering (after giving appropriate effect to any share splits, reverse share splits or other similar corporate transactions, or any adjustment to the conversion rate of the founder shares in connection with an initial business combination), will be entitled to nominate one person 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, 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 certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer 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 86 TABLE OF CONTENTS 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 “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Dr. Hoffman and Mr. Leggett 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. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will issue 30,000 founder shares to each of our independent directors. In addition, our sponsor, executive officers and directors, or any of 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 to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from 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 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 proxy solicitation materials or tender offer materials furnished to our stockholders 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 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 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 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 executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors has 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 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 operates under a charter that has been approved by our board and has the composition and responsibilities described below. 87 TABLE OF CONTENTS Audit Committee We have established an audit committee of the board of directors to be effective upon the effectiveness of this registration statement. Thomas Leggett, Stephen J. Hoffman and Tess Cameron will serve as members of our audit committee. Our board of directors has determined that each of Mr. Leggett and Dr. Hoffman are independent. Mr. Leggett will serve as the Chair 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 Mr. Leggett 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 compliance with applicable laws and regulations; ​ ▪ pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ​ ▪ appointing or replacing the independent registered public accounting firm; ​ ▪ determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ​ ▪ establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ​ ▪ monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and ​ ▪ reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. ​ Nominating Committee We have established a nominating committee of our board of directors to be effective upon the effectiveness of this registration statement. The members of our nominating committee will be Thomas Leggett and Stephen J. Hoffman, and Mr. Leggett will serve as Chair of the nominating committee. Our board of directors has determined that each of Mr. Leggett and Dr. Hoffman are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified a charter to be adopted by us, generally provide that persons to be nominated: ▪ should have demonstrated notable or significant achievements in business, education or public service; ​ ▪ should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ​ 88 TABLE OF CONTENTS ▪ should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. ​ The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons. Compensation Committee We have established a compensation committee of our board of directors to be effective upon the effectiveness of this registration statement. The members of our