Our officers and directors are as follows: Name ​ ​ Age ​ ​ Position ​ Jay Markowitz, M.D. ​ ​ ​ ​ 58 ​ ​ ​ Chief Executive Officer ​ Mark McDonnell ​ ​ ​ ​ 52 ​ ​ ​ Chief Financial Officer ​ Jason Doren ​ ​ ​ ​ 51 ​ ​ ​ Chief Administrative Officer ​ Evan Sotiriou ​ ​ ​ ​ 46 ​ ​ ​ Chief Operating Officer ​ Jeff Leiden, M.D., Ph.D. ​ ​ ​ ​ 65 ​ ​ ​ Chairman ​ Kris Engskov ​ ​ ​ ​ 49 ​ ​ ​ Director ​ Catherine Friedman ​ ​ ​ ​ 60 ​ ​ ​ Director ​ Robert Nelsen ​ ​ ​ ​ 57 ​ ​ ​ Director ​ Jennifer Schneider, M.D. ​ ​ ​ ​ 45 ​ ​ ​ Director ​ Hemant Taneja ​ ​ ​ ​ 45 ​ ​ ​ Director ​ Jay Markowitz, M.D., our Chief Executive Officer, is currently a Senior Partner at ARCH, having joined the firm in 2021. He previously served as Senior Vice President, Portfolio Management, of Regeneron Pharmaceuticals, Inc. (Nasdaq: REGN) from 2017 to 2020. Dr. Markowitz has 16 years of experience as a leading institutional investor and analyst in the biopharmaceutical sector. He was previously at Capital World Investors, where he was a U.S. pharmaceutical and biotechnology analyst and portfolio manager. Prior to Capital World Investors, Dr. Markowitz was a biotechnology analyst and portfolio manager at T. Rowe Price. Before transitioning to an investment career, he was an assistant professor and transplant surgeon at the Johns Hopkins University School of Medicine. Dr. Markowitz earned his M.D. from Duke University and holds a B.A. in Chemistry, summa cum laude, from Columbia University. He completed a fellowship in transplant surgery at the UCLA Medical Center, a surgical residency at Massachusetts General Hospital, and a Research Fellowship in Cellular and Molecular Immunology at the Harvard School of Public Health. Mark McDonnell, our Chief Financial Officer, joined ARCH in 1999, where he currently serves as a Managing Director, Chief Financial and Chief Administrative Officer. Previously, Mr. McDonnell held the position of Chief Financial Officer at Marquette Venture Partners. He has also held roles in financial management with Enterprise Systems, a health care software developer acquired by HBO & Co., and with KPMG, LLP, serving clients primarily in the information and communication industries. Mr. McDonnell holds a B.S. in Accounting from Marquette University and is a certified public accountant. Jason Doren, our Chief Administrative Officer, has served as General Counsel for ARCH since 2019. Prior to that, Mr. Doren was Chief Administrative Officer and General Counsel of Kleiner Perkins (KP). Prior to KP, Mr. Doren was General Counsel of SVB Capital, the venture capital investing division of SVB Financial Group (SVB), and served as Assistant General Counsel of SVB, where he was responsible for a variety of matters including strategic investments, international expansion, M&A and SVB’s government affairs efforts. Earlier in his career, Mr. Doren was an attorney at Cooley LLP, where he represented venture capital funds and venture capital-backed companies, and prior to Cooley he was a trial attorney with Bronson, Bronson & McKinnon LLP in San Francisco. Mr. Doren has over 25 years of legal and venture capital industry experience. He is a founding member of the NVCA General Counsel Advisory Board, co-chaired the Advanced Venture Capital seminar for the Practicing Law Institute, a non-profit committed to continuing legal education, and served on the Advisory Board for the Stanford University Venture Capital Directors’ College. Mr. Doren earned his J.D. from the UCLA School of Law and holds a B.S. in Finance, summa cum laude, from the University of Illinois. Evan Sotiriou, our Chief Operating Officer, has served in several senior management capacities of General Catalyst since 2019 and as COO of HAAC since its formation. Prior to that, Mr. Sotiriou served as the Chief 118 TABLE OF CONTENTS Financial Officer for OrbiMed, which invests globally across the healthcare industry, from 2011 to 2019. Mr. Sotiriou also acted as the Vice President of GSC Group from 2000 to 2008, Managing Director of Clearlake Capital Management, L.P. from 2008 to 2010 and subsequently as the Chief Financial Officer for Archer Capital Management, L.P. from 2010 to 2011. Mr. Sotiriou holds an A.B. from Dartmouth College. Jeff Leiden, M.D., Ph.D., has agreed to serve on our board of directors. Dr. Leiden has served as Executive Chairman of Vertex Pharmaceuticals (Nasdaq: VRTX) since April 2020. He previously served as Vertex’s Chief Executive Officer and President from 2012 through March 2020. He has been a member of Vertex’s board of directors since July 2009, and has served as its Chairman since May 2012, and its lead independent director from October 2010 through December 2011. Prior to that, Dr. Leiden was a Managing Director at Clarus Ventures, a life sciences venture capital firm, from 2006 through January 2012. Dr. Leiden was President and Chief Operating Officer of Abbott Laboratories (NYSE: ABT), Pharmaceuticals Products Group, and a member of the Board of Directors of Abbott Laboratories from 2001 to 2006. From 1987 to 2000, Dr. Leiden held several academic appointments, including the Rawson Professor of Medicine and Pathology and Chief of Cardiology and Director of the Cardiovascular Research Institute at the University of Chicago, the Elkan R. Blout Professor of Biological Sciences at the Harvard School of Public Health, and Professor of Medicine at Harvard Medical School. He is an elected member of both the American Academy of Arts and Sciences and the Institute of Medicine of the National Academy of Sciences. Dr. Leiden serves as a director of Massachusetts Mutual Life Insurance Company, an insurance company. Dr. Leiden was a director and the non-executive Vice Chairman of the board of Shire plc, a specialty biopharmaceutical company, from 2006 to January 2012, and a director of Quest Diagnostics, a medical diagnostics company, from December 2014 to May 2019. Dr. Leiden received his M.D., Ph.D. and B.A. degrees from the University of Chicago. Kris Engskov has agreed to serve on our board of directors. Mr. Engskov has been the President of Aegis Living since 2019, where he is a member of the Leadership Steering Committee responsible for setting company growth strategy, program development, and new market site selection. Mr. Engskov previously spent 16 years at Starbucks Corporation, where he led and gained experiences in all parts of the organization—from brand strategy and marketing, to real estate development, to technology implementation, to customer experiences and operational excellence. His roles included president of Starbucks’ flagship U.S. retail business, leading 170,000 employees across 8,300 stores, and president of the Europe, Middle East, and Africa (EMEA) division, where he built the Starbucks brand across more than 30 countries. Prior to Starbucks, Mr. Engskov worked for Madrona Venture Group, LLC, a Seattle-based venture capital fund. Mr. Engskov holds a B.A. in Public Administration from the University of Arkansas at Fayetteville. Catherine Friedman has agreed to serve on our board of directors. Ms. Friedman held numerous executive positions during a 23-year investment banking career with Morgan Stanley, including Managing Director, Head of West Coast Healthcare, and Co-Head of the Biotechnology Practice. She currently serves as the chair of the board of directors of GRAIL, Inc., and is a member of the board of directors of Altaba Inc. (formerly Yahoo!), Radius Health, Inc., Seer, Inc., and Lyell Immunopharma Inc. Additionally, Ms. Friedman serves as a trustee of The Darden School Foundation at the University of Virginia. She holds a B.A. in Economics from Harvard University and an M.B.A. from The University of Virginia’s Darden School of Business. Robert Nelsen, a member of our board of directors, is a co-founder and a Managing Director of ARCH. He joined ARCH at its founding and played a significant role in the creation, early sourcing, financing and development of more than 100 companies, including over thirty which have reached valuations exceeding $1 billion. Mr. Nelsen is focused on generating new ideas for disruptive technologies or business models and partnering with founding management teams and entrepreneurs to execute on these visions by advancing novel platform technologies with the overarching goal of improving care and outcomes. Some of his notable early-stage investments include Illumina, Inc., Alnylam Pharmaceuticals, Juno Therapeutics (sold to Celgene Corporation for $11.9 billion in 2018) and GRAIL (announced a sale to Illumina for $8 billion in 2020 plus a future revenue share). Other investments over the years have included prominent biotechnology and life sciences companies, such as Array BioPharma (sold to Pfizer for $11.4 billion), Receptos, Inc. (sold to Celgene for $7.2 billion), Sage Therapeutics, Beam Therapeutics, Denali Therapeutics, Karuna Therapeutics, Lyell Immunopharma, Vir Biotechnology, Fate Therapeutics, Editas Medicine, Sana Biotechnology, deCODE Genetics, 10x Genomics and Semma Therapeutics (sold to Vertex Pharmaceuticals for $1 billion). 119 TABLE OF CONTENTS Mr. Nelsen is a director of Vir Bio, GRAIL, Sana Biotechnology, Lyell Immunopharma, Beam Therapeutics, Denali Therapeutics, and serves as Chairman of Hua Medicine, among others. He previously served as a Trustee of the Fred Hutchinson Cancer Research Institute, the Institute for Systems Biology, and was a director of the National Venture Capital Association. Mr. Nelsen holds an M.B.A. from the University of Chicago and a B.S. in Economics and Biology from the University of Puget Sound. Jennifer Schneider, M.D., has agreed to serve on our board of directors. Dr. Schneider was the President of Livongo Health from December 2018 until October 2020, where she was responsible for product, data science, engineering, marketing, clinical operations, and growth strategy. Dr. Schneider previously served as the company’s Chief Medical Officer from 2015 to 2018, where she led the company’s strategic clinical product vision, data science, clinical trials, and the organization’s certified diabetes educators and coaches. Dr. Schneider also serves as a director of HAAC, a special purpose acquisition company sponsored by an affiliate of General Catalyst. Dr. Schneider is the author of Decoding Health Signals: Silicon Valley’s Consumer-First Approach to a New Era of Health, which offers a guide to the depth of the chronic conditions problem facing the industry today and explores how companies are using big data analytics and artificial intelligence to reinvent care delivery for people with chronic conditions. Dr. Schneider was recently named to Modern Healthcare’s List of Top Clinical Executives. Prior to Livongo, Dr. Schneider held several key leadership roles at Castlight Health from 2010 to 2015, most recently as Chief Medical Officer. Dr. Schneider also has held leadership roles as a health outcomes researcher and Chief Resident at Stanford University from 2005 to 2006, and she has practiced medicine as an attending physician at Stanford University, the VA Palo Alto Health Care System, and Kaiser Permanente. Dr. Schneider holds a B.S. in Biology from the College of the Holy Cross, an M.D. from Johns Hopkins School of Medicine, and an M.S. in Health Services Research from Stanford University. Dr. Schneider completed her internal medicine residency at Stanford University Hospital. Hemant Taneja, a member of our board of directors, has been a managing director at General Catalyst since 2007 and the founder of the firm’s Silicon Valley operations. Mr. Taneja partners with mission-driven founders building platform companies that are fundamentally aligned with the long-term interests of society. Mr. Taneja is an early investor in market-leading companies across many sectors of the economy like Anduril, Canva, Color, Gitlab, Grammarly, Gusto, Livongo, Ro, Samsara, Snap, and Stripe. Mr. Taneja is also the founder and Executive Chairman of Commure, a company that has partnered with major health systems to modernize the software infrastructure for the healthcare space since its inception in 2017. Mr. Taneja’s recently published book UnHealthcare, co-authored with Dr. Stephen K. Klasko, lays out their thesis for how the healthcare system needs to transform into a health assurance system to bring consumerism, affordability, and rational economic behavior to this important sector. In addition to his investment work, Mr. Taneja is the Co-Founder of Advanced Energy Economy, an organization focused on transforming energy policy in America since 2011; and is a Founding Board Member of the Khan Lab School, a nonprofit K-12 school dedicated to classroom innovation since 2014. Mr. Taneja sits on the Board of Fellows for the Stanford School of Medicine and teaches a course at the college on A.I., Entrepreneurship, and Society. More recently, Mr. Taneja was featured in Business insider’s “100 People Transforming Business” list. Mr. Taneja graduated from Massachusetts Institute of Technology (MIT) with a B.S. in Electrical Engineering & Computer Science, Mathematics and Biology & Biomedical Engineering and an M.S. in Electrical Engineering & Computer Science and Operations Research. 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. In accordance with the 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 Kris Engskov and Catherine Friedman, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Jeff Leiden and Jennifer Schneider, will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Jay Markowitz, Robert Nelsen, Hemant Taneja, will expire at our third annual meeting of stockholders. 120 TABLE OF CONTENTS 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 alignment shares. In addition, prior to the completion of an initial business combination, holders of a majority of our alignment 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 election to our board of directors, as long as the sponsor holds any securities covered by the registration and stockholder 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 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 within one year of our initial public offering. Our board of directors has determined that Kris Engskov, Catherine Friedman and Jeff Leiden are “independent directors” as defined in the Nasdaq listing standards. We intend to appoint additional independent directors within one year following this offering pursuant to the Nasdaq phase-in provisions for initial public offerings to the extent that we have not consummated an initial business combination by then. 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 reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month and each director will receive quarterly cash compensation of between $50,000 and $75,000 (or between $200,000 and $300,000 in the aggregate per year). In addition, our sponsor, executive officers and directors, or 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, executive officers or directors, 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 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. 121 TABLE OF CONTENTS 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 consulti