Our officers, directors and director nominees are as follows: Name Age Title Charles Jobson 61 Chief Executive Officer and Director Charles Urbain 67 Chief Operating Officer, Chief Financial Officer, and Director Benjamin Kao 45 President and Director Peter Roy 65 Director Nominee James Macon 45 Director Nominee Daniel Germain 48 Director Nominee Peter Graham 66 Director Nominee Charles Jobson has served as a director since our inception in April 2021 and as our Chief Executive Officer since May 2021. Since 2018, Mr. Jobson has been an active investor in a number of private companies. Mr. Jobson was the founder of Delta Partners L.P., a global equity hedge fund, and served as a Portfolio Manager of Delta Partners from 1999 to 2018. Prior to Delta Partners, Mr. Jobson was an Equity Analyst, Portfolio Manager, and member of the investment committee at Baring Asset Management from 1994 to 1998. Prior to that, Mr. Jobson was an Equity Analyst at State Street Research & Management from 1990 to 1994. Mr. Jobson also currently serves as a board member of Ecotone, board member of Good Times Restaurants, and board member of Kaycha Labs. We believe Mr. Jobson’s experience in the packaged food and restaurant sectors, combined with his investment experience in the public and private markets, make him qualified to serve on our board of directors. Charles Urbain has served as our Chief Operating Officer, Chief Financial Officer and a director since May 2021. Since 2018, Mr. Urbain has been advising and consulting to senior management teams in the nutrition industry globally. Previously, Mr. Urbain served in a range of senior leadership roles at Mead Johnson Nutrition Co. from 1996 to 2018, including Executive Vice President and Chief Operating Officer. Mr. Urbain also served as Executive Vice President of Reckitt Benckiser from 2017 to 2018. Prior to Mead Johnson, Mr. Urbain served as Senior Vice President of Bristol-Meyers Squibb with senior financial responsibilities and general management roles in the United States and Asia Pacific, from 1987 to 1995. Prior to that he served as Director of Finance at Schlumberger in London from 1982 to 1987. Mr. Urbain was also an audit senior at Price Waterhouse & Co. in London from 1978 to 1982. We believe Mr. Urbain’s leadership experience in large global organizations and experience in various business sectors make him qualified to serve on our board of directors. Benjamin Kao has served as a director since our inception in April 2021 and as our President since May 2021. Since July 2012, Mr. Kao has served as a Partner at Mandalay Capital Group, a private investment firm. Since October 2013, Mr. Kao has served as a Principal at Mandalay Real Estate Partners. Since October 2015, Mr. Kao has also served as a Partner at Fairlead Group Holdings, a commercial real estate investment firm. Prior to that he was the co-founder and served as the Managing Director at MacauLand Developments, a Hong Kong-based real estate developer, from 2005 to 2012. Mr. Kao began his career at Elliott Associates, a hedge fund, and in the High Yield & Emerging Markets Fixed Income Research department at Goldman Sachs. We believe Mr. Kao’s experience in private equity, real estate, finance, and distribution make him qualified to serve on our board of directors. Peter Roy, will be appointed to our board of directors in connection with this offering. Since 2007, Mr. Roy has been a Director on the Board of United Natural Foods, Inc., one of the largest publicly traded wholesale food distributors in North America and the primary distributor to Whole Foods Market for more than 20 years. From 1990 to 2019 he was an Operating Advisor for North Castle Partners, a private equity firm. Prior to that he served as a board member and consulted with many leading brands in the natural and organic foods industry including Stonyfield Farms, White Wave, Naked Juice, Avalon Natural, Traditional Medicinals, and Applegate Farms. Mr. Roy has also served as President of Whole Foods Market from 1989 to 1999. We believe Mr. Roy’s experience in the natural and organic products industry, including with respect to financial and sales operations matters, make him qualified to serve on our board of directors. James Macon, will be appointed to our board of directors in connection with this offering. Mr. Macon co-founded and served as the Managing Partner of Closed Loop Capital, a venture capital platform investing in early stage agriculture and food technologies, from 2010 to 2020. Mr. Macon also founded and serves as the Managing 114 Table of Contents Director of Barbour Alliance, an impact venture advisory company serving funds, incubators, accelerators, and new enterprises, since 2010. Mr. Macon has served as Venture Director at Criterion Ventures, a social and environmental venture holding and consulting B Corporation, from 2009 to 2010. Mr. Macon has also served as an advisory board member and mentor for Village Capital, advisory board member for Accel-VT, and as an advisory board member, mentor and competition judge for LaunchVT. We believe Mr. Macon’s experience in agriculture technologies and food system innovations make him qualified to serve on our board of directors. Daniel Germain, will be appointed to our board of directors in connection with this offering. Since April 2020, Mr. Germain has served as Executive Creative Director of the Google Brand Studio (EMEA region). From July 2018 to April 2020, Mr. Germain served as the Head of Today at Apple program in EMEA region. Prior to Apple, Mr. Germain served in a range of senior leadership roles at Innocent Drinks, a healthy energy drink company, including as Group Head of Brand and Creative through the period when the company was acquired by Coca Cola, from 1999 to 2018. Mr. Germain has also consulted for the UK government, Dyson, Coca Cola, Wolff Olins and the BBC. We believe Mr. Germain’s leadership experience in brand development and in the beverage industry make him qualified to serve on our board of directors. Peter Graham, will be appointed to our board of directors in connection with this offering. Since June 2017, Mr. Graham served as a partner at One Better Ventures, a private advisory and investment company. Mr. Graham served as the Chairman of Seventh Generation from 1999 until 2016. From 1976 to 2004, Mr. Graham served in a range of senior positions at Ladenburg Thalmann Group, an investment bank, including as Head of Investment Banking, Principal, President and Vice Chairman. Since June 2017, Mr. Graham has served as a board member, Chair of the Compensation Committee and member of the Audit Committee for Montrose Environmental Group (NYSE: MEG). Mr. Graham has also served as a board member of ExamWorks Group, Inc. until it was sold to a private equity firm in May 2016. We believe Mr. Graham’s experience in the health and wellness sector, combined with his leadership experience in both public and private companies, make him qualified to serve on our board of directors. Our Special Advisor Christophe Barnouin, has served, since 2014, as Chief Executive Officer of Ecotone a creator, marketer, and distributor natural and organic food brands. From 2006 to 2013 he held several leadership roles at Wessanen, which became Ecotone, including as Chief Executive Officer of the Distriborg division and as Executive Vice President for France, Italy and New Markets. Prior to Wessanen, Mr. Barnouin was Marketing Director for Mars, Inc. from 2000 to 2005 and Global Marketing Manager for Reckitt Benckiser from 1999 to 2000. Mr. Barnouin has also served in marketing and sales with Orangina, a division of Pernod Ricard, from 1991 to 1998. Our special advisor will assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of this offering. However, unlike our management team, our special advisor will not be responsible for managing our day-to-day affairs and will have no authority to engage in substantive discussions with business combination targets on our behalf. 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 shareholders) serving a three-year term. In accordance with 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 , will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of , will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of , will expire at our third annual meeting of shareholders.] 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. 115 Table of Contents 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, 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 rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that satisfies the applicable objective standards set forth in the listing rules and 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 four “independent directors” as defined in Nasdaq listing rules and applicable SEC rules. Our board has determined that each of Peter Roy, James Macon, Daniel Germain and Peter Graham is an independent director under applicable SEC and Nasdaq listing 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 reimburse our sponsor or an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. 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 or our special advisor 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 management team or our special advisor 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. 116 Table of Contents 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 and the nominating 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. 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. , and will serve on our audit committee. Our board of directors has determined that , and are independent under Nasdaq listing standards] and applicable SEC rules. will serve as the Chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. Because we expect to list our securities on Nasdaq in connection with our initial public offering, we have one year from the date of this offering for our audit committee to have at least three members, all of whom must be independent. 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 shareholders, 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. 117 Table of Contents Nominating Committee [Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be , and , and will serve as chairman of the nominating committee. Under Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that , and are independent under Nasdaq listing standards.] 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, shareholders, investment bankers and others. Because we expect to list our securities on Nasdaq in connection with our initial public offering, we have one year from the date of this offering for our nominating committee to have at least three members, all of whom must be independent. Guideline