Our directors, director nominees and officers are as follows:John E. “Jeb” Bush has served as Chairman of our board of directors since March 2021. Mr. Bush was the 43rd governor of the State of Florida, serving from 1999 through 2007. As Governor, he implemented meaningful Medicaid reform and expanded home and community-based care for seniors, the disabled and foster care children. He was also the third Republican Governor elected to the state’s highest office and the first Republican Governor in the state’s history to be reelected. He was most recently a candidate for the Republican presidential nomination in 2016. Mr. Bush has extensive experience as an advisor and investor in successful healthcare services businesses. He is the Chairman of Finback Investment Partners, a merchant bank based in Coral Gables, Florida. Finback has invested in Innovage Holding Corp., one of the largest providers of All-Inclusive Care for the Elderly (PACE) programs for seniors in the country based on number of participants and Seniorlink, Inc., a family caregiver health care company. Governor Bush has served on the board of Tenet Healthcare Corporation (NYSE: THC) and currently serves on the board of Innovage Holding Corp. (Nasdaq: INNV) and Get Heal Inc. He is an advisor to Redesign Health Inc., Sharecare, Inc. and Jackson Healthcare. Mr. Bush maintains his passion for improving the quality of education for students across the country by serving as the Chairman of the Foundation for Excellence in Education, a national K-12 education reform organization. Mr. Bush earned a Bachelor of Arts from the University of Texas at Austin. We believe Mr. Bush’s experience as a healthcare investor as well as his healthcare policy experience, qualifies him to serve as our Chairman.Richard L. Jackson has served as our President and Chief Executive Officer since March 2021. Mr. Jackson is founder, chairman and chief executive officer of Jackson Healthcare, a leading healthcare staffing company. The organization he launched in 2000 has steadily expanded through a mix of acquisitions and organic growth, and today includes 16 healthcare staffing, executive search and technology companies that are leaders and innovators in their respective markets. Jackson Healthcare crossed the billion-dollar annual revenue mark in 2018, and is among the three largest healthcare staffing firms in the U.S. (based on 2019 revenue) with over $1.4 billion in revenues in 2020.Over the course of his career, Mr. Jackson has been instrumental in conceptualizing and developing more than 25 healthcare companies. His ownership and operation of staffing companies, surgery centers, practice management companies, clinics and hospitals over the past four decades have uniquely qualified him to start, grow and scale businesses in the rapidly evolving healthcare industry. With deep domain experience and a passion for the healthcare market, Mr. Jackson has a proven track record in anticipating opportunities and identifying underserved niches – and continues to play an active role in transforming the way healthcare is delivered.As a former foster child, Mr. Jackson is driven by a personal mission to inject hope and opportunity into the lives of underserved children and young people. Rick is co-founder and chairman of FaithBridge Foster Care, Inc. and supports numerous local and international charitable organizations. He also is the founding chairman of goBeyondProfit, a first-of-its-kind business leader-to-leader initiative that promotes the belief that giving back is good for business and good for Georgia. We believe Mr. Jackson’s experience in healthcare staffing and healthcare investment qualifies him to serve on our board of directors.113 TABLE OF CONTENTSDouglas B. Kline has served as our Chief Financial Officer and Treasurer since March 2021. Mr. Kline is the former Chief Financial Officer of Jackson Healthcare. When he joined Jackson Healthcare in 2005, he had more than 30 years of financial and operations experience from several industries, including healthcare. He retired from Jackson Healthcare at the end of 2018.Among his professional accomplishments are starting up and developing a new division for a large construction equipment rental operation and directing internal audit functions for a public holding company with approximately $180 million in revenue in 1983 and multiple operating subsidiaries in different industries. A certified public accountant in Florida with BS and MBA degrees from Florida State University, Mr. Kline spent the first seven years of his career in public accounting with PricewaterhouseCoopers LLP.David A. Perdue, Jr., who will serve as an independent member of our board of directors upon completion of this offering, has served as a United States senator from Georgia from 2015 through 2021 as a member of the Republican Party. He has over 40 years of business experience across various leadership roles. After spending 12 years as a management consultant at Kurt Salmon Associates, he later became Senior Vice President of Asia Operations for Sara Lee Corporation, where he established the firm’s first Asia headquarters in Hong Kong. During his career, he was also Senior Vice President of Operations for Haggar Clothing Co., President and CEO of the Reebok brand, Chairman and CEO of Pillowtex Corporation and Chairman and CEO of Dollar General Corporation. Mr. Perdue is a past Chairman of the U.S. National Commission on Adult Literacy and Workforce Development. He has also served as a Director of Alliant Energy Corporation, Graphic Packaging Holding Company, Liquidity Services, Inc., Jo-Ann Stores, Inc. and Cardlytics, Inc. In addition, he has served as Treasurer of the Board of Trustees of the Georgia Tech Foundation, a member of the Board of Visitors of the Owen School of Business at Vanderbilt University and a member of the Georgia Ports Authority. Mr. Perdue graduated from Georgia Institute of Technology with a B.S. in industrial engineering in 1972 and an M.S. in operations research in 1976. We believe Mr. Perdue’s more than 40 years of experience working with public companies qualifies him to serve on our board of directors.Marilyn B. Tavenner, who will serve as an independent member of our board of directors upon completion of this offering, most recently spent three years as President and Chief Executive Officer of America’s Health Insurance Plans (“AHIP”), a national association representing insurers throughout the country. Previously, she served as Chief Operating Officer and acting Administrator for CMS from 2010 to 2013, and CMS Administrator from 2013 to 2015 under President Barack Obama, where her leadership was instrumental from 2010 to 2015 during the implementation of the Affordable Care Act. She played a high-profile role during the initial implementation of the Affordable Care Act, including oversight of the state and federal insurance exchanges and rulemaking for expansion of the Medicaid program, currently in place in at least 36 states and the District of Columbia. Prior to this, Ms. Tavenner was appointed Secretary of Health and Human Services for Virginia in 2006 under the leadership of Governor Tim Kaine. Ms. Tavenner began her career in nursing working in critical care before becoming Director of Nursing at Johnston Willis Hospital in Richmond, VA, and later CEO of HCA’s Chippenham and Johnston Willis Hospitals. She later served as Division President of the Central Atlantic Division and finally as Group President of HCA Healthcare’s Outpatient Services Group. Ms. Tavenner serves as a director of Select Medical Holdings Corporation, InnovAge Holding Corp., Psychiatric Medical Care, LLC and Blue Cross Blue Shield of Arizona. Previously, she served on the Board of Lifepoint Health, Inc. Ms. Tavenner received her Bachelor of Science in Nursing and Master of Health Administration degrees from Virginia Commonwealth University. We believe Ms. Tavenner’s experience in executive management in the hospital industry and in government healthcare administration, in addition to her knowledge of the healthcare insurance industry, qualifies her to serve on our board of directors.Carlos A. Migoya, who will serve as an independent member of our board of directors upon completion of this offering, has served as President and CEO of Jackson Health System (which is not affiliated with Jackson Healthcare or Jackson Investment Group) since May 2011, overseeing one of the nation’s largest public hospital systems based on number of beds according to a 2020 report by Becker's Hospital Review. In 2020, he led the system through Miami’s role as an epicenter of the COVID-19 pandemic, followed in 2021 by serving as a key driver of the region’s vaccination program, serving on both projects as a key outside advisor to the Florida governor and Miami-Dade mayor.114 TABLE OF CONTENTSPrior to joining Jackson Health System, Mr. Migoya served as City Manager in Miami, responsible for addressing the city’s ailing budget issues. Most of his prior career was spent in the banking industry, rising through the ranks for over 40 years from part-time teller to serving as Regional President and Regional CEO at Wachovia Bank and its predecessors from 1982 to 2009. He is actively involved in several community organizations, including having served as the foundation chairman of Florida International University. He is the immediate past chair of the United Way of Miami-Dade, and he sits on the boards of the Florida Chamber of Commerce and Beacon Council.For nine years, Mr. Migoya served as a director of AutoNation, Inc., among the largest auto retailers in the U.S. based on 2019 revenue. He is also a past Chairman of the Safety Net Hospitals Alliance of Florida and a previous board member of Mednax Inc. (NYSE: MD) and Downtown Miami Charter School. Mr. Migoya earned an undergraduate degree in finance and an MBA in finance from Florida International University. We believe Mr. Migoya’s experience in public healthcare and financial background qualifies him to serve on our board of directors.Number, Terms of Office and Election of Directors and OfficersUpon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to elect all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by at least 90% of the outstanding shares of our common stock entitled to vote on such amendment. Subject to any other special rights applicable to the stockholders, 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 a majority of the holders of our shares of common stock (or, prior to our initial business combination, holders of our founder shares).Our amended and restated charter will provide that our board of directors will be classified into three classes of directors serving staggered terms of three years each. As a result, in most circumstances, a person can gain control of our board of directors only by successfully engaging in a proxy contest at two or more annual shareholder meetings. Mr. Migoya will serve as our Class I director, whose term shall expire at the first annual meeting of the stockholders after his election. Mr. Perdue and Ms. Tavenner will serve as our Class II directors, whose terms shall expire at the second annual meeting of the stockholders after their election. Mr. Jackson and Mr. Bush will serve as our Class III directors, whose terms shall expire at the third annual meeting of the stockholders after their election. We may not hold an annual meeting of stockholders until after we consummate our initial business combination (unless required by the NYSE). 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 such officers as may be required by our bylaws or as the board of directors deems appropriate. Our bylaws provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.Director IndependenceNYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the NYSE listing standards and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Mr. David A. Perdue, Jr., Ms. Marilyn B. Tavenner, and Mr. Carlos A. Migoya will be an independent director under applicable SEC and NYSE listing standards.Our independent directors will have regularly scheduled meetings at which only independent directors are present.115 TABLE OF CONTENTSOfficer and Director CompensationNone of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers, 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 by us to our sponsor, directors, officers or our or any of their respective affiliates. In March 2021, our sponsor transferred 50,000 founder shares to Mr. David A. Perdue, Jr. (who is an independent director nominee and who is expected to serve as the Chairman of our Audit Committee), and 25,000 founder shares to each of Ms. Marilyn B. Tavenner and Mr. Carlos A. Migoya, each of whom is an independent director nominee, and 15,000 founder shares to Mr. Douglas B. Kline, our Chief Financial Officer, in each case for the same per share price initially paid by our sponsor, resulting in our sponsor holding 8,510,000 founder shares.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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, 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.We are not party to any agreements with our directors and officers 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 DirectorsUpon 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 and corporate governance committee. Subject to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating and corporate governance 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 CommitteeUpon 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 David A. Perdue, Jr. (Chairman), Marilyn B. Tavenner and Carlos A. Migoya.Each member of the audit committee is financially literate and our board of directors has determined that David A. Perdue, Jr., qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including:•assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;116 TABLE OF CONTENTS•the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;•pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;•reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;•setting clear hiring policies for employees or former employees of the independent auditors;•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 auditors describing (1) the independent auditor’s internal quality-control procedures and (2) 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;•meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;•reviewing and approving any related party tr