TNGX US Equity☆

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References

to the “Company,” “BCTG Acquisition Corp.,” “BCTG,” “our,” “us” or

“we” refer to BCTG Acquisition Corp. The following discussion and analysis of the Company’s financial condition

and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere

in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Cautionary

Note Regarding Forward-Looking Statements

This

Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and

projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any

future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some

cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,”

“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”

“continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to

such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”)

filings.

Overview

We

are a blank check company incorporated as a Delaware corporation on May 21, 2020. We were formed for the purpose of effecting

a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”). Although we are not limited to a particular industry or sector for purposes of consummating

a Business Combination, intend to focus on businesses that have their primary operations located in North America and Europe in

the biotechnology industry. We are an emerging growth company and, as such, we are subject to all of the risks associated with

emerging growth companies.

Our

sponsor is BCTG Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement

for our initial public offering (the “Initial Public Offering”) was declared effective on September 2, 2020. On September

8, 2020, we consummated an Initial Public Offering of 16,675,000 shares of common stock (the “Public Shares”), which

includes 2,175,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering

price of $10.00 per Public Share, generating gross proceeds of approximately $166.8 million, and incurring offering costs of approximately

$9.6 million, inclusive of approximately $5.8 million in deferred underwriting commissions.

Simultaneously

with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 533,500

shares of common stock (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor,

generating gross proceeds of approximately $5.3 million.

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Upon

the closing of the Initial Public Offering and the Private Placement (including the exercise of the over-allotment) $166.8 million,

representing the net proceeds of the sale of the Public Shares in the Initial Public Offering and certain proceeds of the Private

Placement, was placed in a trust account (“Trust Account”) located in the United States with Continental

Stock Transfer& Trust Company acting as trustee, and held as cash or invested only in U.S. “government securities,”

within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money

market funds meeting certain conditions under the Investment Company Act, which invest only in direct U.S. government treasury

obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution

of the Trust Account as described below.

We

will have 24 months from the closing of the Initial Public Offering, or September 8, 2022, to complete our initial Business

Combination (the “Combination Period”). If we do not complete a Business Combination within this period of time (and

stockholders do not approve an amendment to the amended and restated certificate of incorporation to extend this date) we will

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem 100% of the outstanding Public Shares and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case

of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other

applicable law. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if we

fail to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public

Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with

respect to such Public Shares if we fail to complete a Business Combination within the Combination Period. The underwriters have

agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete

a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in

the Trust Account that will be available to fund the redemption of our Public Shares. In the event of such distribution, it is

possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)

will be only $10.00 per share initially held in the Trust Account.

Results

of Operations

Our

entire activity since inception up to December 31, 2020 was in preparation for our formation, the Initial Public Offering, and,

since the closing of our Initial Public Offering, a search for business combination candidates. We will not be generating any

operating revenues until after the closing and completion of our initial Business Combination.

For

the period from May 21, 2020 (inception) through December 31, 2020, we had net loss of approximately $123,000, which consisted

of approximately $109,000 in general and administrative expenses, approximately $40,000 in general and administrative expenses

– related party, and approximately $39,000 in franchise and income tax expense, offset by approximately $65,000 in interest

income earned on investments held in the Trust Account.

Liquidity

and Capital Resources

As

of December 31, 2020, we had $1.3 million in cash available for operating expenses and approximately $1.4 million of working capital.

Prior

to the completion of the Initial Public Offering, our liquidity needs were satisfied through a payment of $25,000 from our Sponsor

in exchange for the issuance of the Founder Shares (as defined below), and the loans under the Note (as defined below) of approximately

$127,000 to us to cover for offering costs in connection with the Initial Public Offering. We fully repaid the Notes on September

10, 2020. Subsequent to the consummation of the Initial Public Offering on September 8, 2020, the liquidity needs have been satisfied

through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to

finance transaction costs in connection with a Business Combination, our officers, directors and initial stockholders may, but

are not obligated to, provide us Working Capital Loans (as defined below). As of December 31, 2020, there were no amounts outstanding

under any Working Capital Loans.

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Based

on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through

the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using

these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates,

performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge

with or acquire, and structuring, negotiating and consummating the Business Combination.

Management

continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable

as of the date of the balance sheet. The financial statement does not include any adjustments that might result from the outcome

of this uncertainty.

Related

Party Transactions

Founder

Shares

On

June 4, 2020, we issued 3,593,750 shares of common stock to our Sponsor in exchange for a payment of $25,000 (the “Founder

Shares”). On September 2, 2020, we declared a dividend of 0.16 shares for each outstanding share of common stock (an aggregate

of 575,000 shares), resulting in an aggregate of 4,168,750 shares outstanding. All shares and associated amounts have been retroactively

restated to reflect the share dividend. Our Sponsor currently owns an aggregate of 4,493,450 shares of common stock, and our independent

directors and advisors collectively own 208,800 shares of common stock. Our Sponsor had agreed to forfeit up to an aggregate of

543,750 Founder Shares, so that the Founder Shares would represent 20% of our issued and outstanding shares after the Initial

Public Offering, to the extent the underwriters’ over-allotment option was not exercised in full or in part. On September

8, 2020, the underwriters exercised their 15% over-allotment option in full; thus, the Founder Shares were no longer subject to

forfeiture.

The

Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares (except to certain permitted transferees)

until the earlier of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which

the closing price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial

Business Combination, or earlier if, subsequent to the initial Business Combination, we consummate a subsequent liquidation, merger,

stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares

of common stock for cash, securities or other property.

Private

Placement Shares

Concurrently

with the closing of the Initial Public Offering, our Sponsor purchased 533,500 Private Placement Shares, at a price of $10.00

per share, in a private placement for an aggregate purchase price of approximately $5.3 million. The Private Placement Shares

are identical to the shares of common stock sold in the Initial Public Offering, subject to certain limited exceptions as described

in Note 1 of our financial statements.

Our

Sponsor and our officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their

Private Placement Shares until 30 days after the completion of the Initial Business Combination.

Related

Party Loans

On

May 21, 2020 and June 10, 2020, our Sponsor agreed to loan us up to $25,025 and $274,975, respectively, for an aggregate amount

of $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (each, a

“Note” and, collectively, the “Notes”). The Notes were non-interest bearing, unsecured and due upon the

date we consummate the Initial Public Offering. We borrowed approximately $127,000 under the Notes and repaid the Notes in full

on September 10, 2020.

In

order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination,

the initial stockholders, officers and directors and their affiliates may, but are not obligated to, loan us funds as may be required

(the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon

consummation of the initial Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of

the notes may be converted upon consummation of the Business Combination into additional private placement shares at a conversion

price of $10.00 per share. If we do not complete a Business Combination, the loans will not be repaid. Such private placement

shares would be identical to the Private Placement Shares. We did not have any borrowings under the Working Capital Loans as of

December 31, 2020.

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Administrative

Support Agreement

Commencing

on the date of our prospectus, we agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space and

certain office and secretarial services. Upon completion of the Initial Business Combination or our liquidation, we will cease

paying these monthly fees. For the period from May 21, 2020 (inception) through December 31, 2020, the Company incurred $40,000

related to these services. As of December 31, 2020, no amounts were payable related to this agreement.

Share

Purchase Commitment

Our

Sponsor entered into an agreement to purchase an aggregate of at least 2,500,000 shares of common for an aggregate purchase price

of $25.0 million, or $10.00 per share, prior to, concurrently with, or following the closing of the initial Business Combination

in a private placement. The funds from such private placement may be used as part of the consideration to the sellers in the initial

Business Combination, and any excess funds from such private placement may be used for working capital in the post-transaction

company.

Contractual

Obligations

Registration

Rights

The

holders of the Founder Shares, Private Placement Shares and shares that may be issued upon conversion of Working Capital Loans

are entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities

are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can

elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common

stock are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with

respect to registration statements filed subsequent to the consummation of a Business Combination. We will bear the expenses incurred

in connection with the filing of any such registration statements.

Underwriting

Agreement

The

underwriters were entitled to an underwriting discount of $0.20 per share, or approximately $3.3 million in the aggregate, paid

upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred underwriting commission

of $0.35 per share, or approximately $5.8 million in the aggregate if the underwriters’ over-allotment option is exercised

in full. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event

that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical

Accounting Policies

Investments

Held in the Trust Account

Our

portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in

Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that

invest in U.S. government securities, or a combination thereof. The investments held in the Trust Account are classified as trading

securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and

losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust

Account on the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined

using available market information.

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Common

Stock Subject to Possible Redemption

We

account for our common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as liability instruments

and are measured at fair value. Shares of conditionally redeemable common stock (including common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within our control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’

equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to the

occurrence of uncertain future events. Accordingly, as of December 31, 2020, 15,736,221 shares of common stock subject to possible

redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheet.

Net

Loss Per Common Share

We

comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share

of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common

stock outstanding during the periods. Weighted average share were reduced for the effect of an aggregate of 543,750 shares of

common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The underwriters

exercised their over-allotment option in full on September 8, 2020; thus, these Founder Shares were no longer subject to forfeiture

(see Note 6). At December 31, 2020, we did not have any dilutive securities and other contracts that could, potentially, be exercised

or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is

the same as basic loss per share for the periods presented.

Our

statement of operations includes a presentation of loss per share for common stock subject to redemption in a manner similar to the two-class method of

income per share. Net loss per share, basic and diluted for Public Shares is calculated by dividing the investment income earned

on the Trust Account, net of applicable income and franchise taxes of approximately $26,000 for the period from May 21, 2020 (inception)

through December 31, 2020, by the weighted average number of shares of Public Shares outstanding for the period. Net loss per

share, basic and diluted for Founder Shares is calculated by dividing the net loss of approximately $123,000, less income attributable

to Founder Shares, by the weighted average number of shares of Founder Shares outstanding for the periods.

Off-Balance

Sheet Arrangements

As

of December 31, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS

Act

The

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain

reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS

Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly

traded) companies. We have elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply

with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging

growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting

pronouncements as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on

such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system

of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may

be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)

comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv)

disclose certain executive compensation related items such as the correlation between executive compensation and performance and

comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five

years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,”

whichever is earlier.

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Recent

Accounting Pronouncements

Our

management does not believe there are any other recently issued, but not yet effective, accounting pronouncements, if currently

adopted, that would have a material effect on our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our

financial statements and the notes thereto begin on page F-1 of this Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation

of Disclosure Controls and Procedures

Under

the supervision and with the participation of our management, including our principal executive officer and principal financial

and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end

of the fiscal year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based

on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during

the period covered by this report, our disclosure controls and procedures were effective.

Disclosure

controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is

recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such

information is accumulated and communicated to our management, including our principal executive officer and principal financial

officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal

Control over Financial Reporting

This

Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due

to a transition period established by rules of the Securities and Exchange Commission for newly public companies. This annual

report does not include an attestation report of our registered public accounting firm regarding internal control over financial

reporting. As a smaller reporting company, management’s report is not subject to attestation by our registered public accounting

firm.

Changes

in Internal Control over Financial Reporting

There

have been no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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part

III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our

directors and executive officers as of March 31, 2021.

Name Age Position

Aaron I. Davis 42 Chairman, Chief Executive Officer

Christopher Fuglesang, Ph.D., J.D. 52 President, Director

Michael Beauchamp 30 Chief Financial Officer, Treasurer

Andrew Ellis, M.D., J.D. 38 Chief Operating Officer, Secretary

Carole L. Nuechterlein, J.D. 60 Director

Richard Heyman, Ph.D. 63 Director

Charles M. Baum, M.D., Ph.D. 63 Director

Jamie G. Christensen, Ph.D. 53 Director

James B. Avery 57 Director

Aaron

I. Davis has served as our Chief Executive Officer and Chairman of our board of directors since May 2020. Mr. Davis co-founded

Boxer Capital, LLC (“Boxer Capital”), the healthcare arm of the Tavistock Group, where he has served as portfolio

manager since 2005 and as Chief Executive Officer since 2012. At Boxer Capital, Mr. Davis is responsible for identifying, evaluating

and structuring investment opportunities in private and public biotechnology companies. Mr. Davis serves as a member of the board

of directors of Mirati Therapeutics, Inc. (Nasdaq:MRTX), Odonate Therapeutics, Inc. (Nasdaq:ODT), iTeos Therapeutics, Inc. (Nasdaq:ITOS),

and Sojournix, Inc. and serves as the Executive Chairman of CiVi Biopharma Holdings, Inc. Prior to joining the Tavistock Group,

Mr. Davis worked in the Global Healthcare Investment Banking and Private Equity Groups at UBS Warburg, LLC. Mr. Davis received

an M.A. degree in biotechnology from Columbia University and a B.B.A. degree in finance from Emory University. We believe Mr.

Davis’ experience serving as a director of biotechnology companies and as a manager of funds specializing in the area of

life sciences qualifies him to serve on our Board of Directors.

Christopher

Fuglesang, Ph.D., J.D., has served as our President and as a member of our board of directors since May 2020. Dr. Fuglesang

joined Tavistock Group in 2005 as a vice president and was a co-founder of Boxer Capital, where he has been a managing director

since 2012. At Boxer Capital, Dr. Fuglesang assists in managing the firm’s research team, deal structuring and securities

compliance. Prior to joining Boxer Capital, Dr. Fuglesang was vice president at Eidogen-Sertanty, Inc., a structural proteomics

software company, and an attorney at Perkins Coie LLC. Dr. Fuglesang is a member of the board of directors of Pandion Therapeutics,

Inc. and CiVi Biopharma Holdings, Inc. Dr. Fuglesang served as a member of the board of directors of Kalypsys, Inc. from 2007

to 2013 and of Ambrx Inc. from 2011 to 2015. Dr. Fuglesang received a B.S. in chemistry and physics from the University of California

at Los Angeles, a Ph.D. in theoretical chemical physics from the University of California at Los Angeles, and a J.D. from Boston

University. We believe Dr. Fuglesang’s experience as an investor in the life sciences industry qualifies him to serve on

our board of directors.

Michael

Beauchamp has served as our Chief Financial Officer and Treasurer since May 2020. Mr. Beauchamp has served as Vice President

of Finance at Boxer Capital since January 2016, where he is responsible for the firm’s back office operations, including

finance, tax, audit and administration. Prior to joining Boxer Capital, Mr. Beauchamp worked in the assurance practice at PricewaterhouseCoopers

from 2012 to January 2016. Mr. Beauchamp received a bachelor of accountancy degree from the University of San Diego.

Andrew

Ellis, M.D., J.D., has served as our Chief Operating Officer and Secretary since May 2020. Dr. Ellis has served at Boxer Capital

as Head of Compliance since July 2018 and as Senior Vice President since December 2020, where he is responsible for securities

compliance, deal structuring and due diligence for investments in private and public healthcare companies. Prior to joining Boxer

Capital, Dr. Ellis was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, P.C. from August 2013 to July

2018, where he worked with life sciences companies and investors on a variety of corporate transactions. Dr. Ellis received an

M.D. and general surgery training at Baylor College of Medicine, a J.D. from New York University School of Law, and a B.S. degree

in Biology from Baylor University.

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Carole

L. Nuechterlein, J.D., has served on our board of directors since the completion of our initial public offering. Ms. Nuechterlein

joined F. Hoffmann-La Roche Ltd. in 2001 and currently serves as the head of Roche Venture Fund. Prior to that, from 1998 to 2001,

Ms. Nuechterlein served as General Counsel for SangStat, Inc., a biopharmaceutical company. Ms. Nuechterlein has served as a member

of the board of directors of Millendo Therapeutics, Inc. (Nasdaq:MLND) since March 2017 and Aligos Therapeutics (Nasdaq:

ALGS) since August 2018,. Ms. Nuechterlein serves and has served as a member of the boards of directors of a number of private

biotechnology companies, including Enthera Therapeutics since January 2021, Entrada Therapeutics since April 2020, Vivet Therapeutics

SAS since April 2017, CiVi BioPharma, Inc. since March 2017, Mission Therapeutics Ltd. since January 2017, Arch Oncology Inc.

since August 2016 and Second Genome, Inc. since April 2016. She also served as a member of the board of directors of AveXis Inc.,

a biotechnology company (Nasdaq:AVXS), from October 2014 to May 2017. Ms. Nuechterlein received a B.A. from Valparaiso University

and a J.D. from University of Michigan. We believe Ms. Nuechterlein’s experience investing in innovative biotechnology companies

qualifies her to serve on our board of directors.

Richard

Heyman, Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Heyman is chairman

of the board of directors and co-founder of Metacrine, Inc., a biotechnology company developing new therapeutics for the treatment

of liver and gastrointestinal diseases. He also is on the board of directors of Gritstone Oncology, Inc. (Nasdaq:GRTS) and is

the co-founder and chairman of the board of directors of ORIC Pharmaceuticals, Inc. (Nasdaq:ORIC). Previously, Dr. Heyman served

as president and chief executive officer of Seragon Pharmaceuticals Inc., or Seragon, a privately-held biotechnology company,

which was acquired by Genentech in 2014. Prior to Seragon, he co-founded and served as president and chief executive officer of

Aragon Pharmaceuticals, Inc., or Aragon, until it was purchased by Johnson & Johnson in 2013. Dr. Heyman is a venture partner

for Arch Ventures and also serves on the boards of directors for private life sciences companies Yumanity Therapeutics, Inc.,

Vividion Therapeutics, Inc., PMV Pharmaceuticals, Inc. and Amunix Inc. He is Vice Chair of the Board of Trustees at the Salk Institute,

on the Board Foundation for the American Association for Cancer Research, or AACR, and on the Board of Visitors at the University

of California at San Diego Moores Cancer Center. Dr. Heyman received a B.S. in chemistry from the University of Connecticut and

a Ph.D. in pharmacology from the University of Minnesota. He was an NIH post-doctoral fellow and staff scientist at the Salk Institute.

We believe Dr. Heyman’s experience and expertise as a biotechnology executive and investor qualifies him to serve on our

board of directors.

Charles

M. Baum, M.D., Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Baum has

been the President and Chief Executive Officer and a member of the board of directors of Mirati Therapeutics, Inc. since November

2012. From June 2003 to September 2012, he was at Pfizer as Senior Vice President for Biotherapeutic Clinical Research within

Pfizer’s Worldwide Research & Development division and as Vice President and Head of Oncology Development and Chief

Medical Officer for Pfizer’s Biotherapeutics and Bioinnovation Center. From 2000 to 2003, he was responsible for the development

of several oncology compounds at Schering-Plough Corporation (acquired by Merck). His career has included academic and hospital

positions at Stanford University and Emory University, as well as positions of increasing responsibility within the pharmaceutical

industry at SyStemix, Inc. (acquired by Novartis AG), G.D. Searle & Company (acquired by Pfizer), Schering-Plough Corporation

(acquired by Merck) and Pfizer. Dr. Baum has served on the board of directors of Immunomedics, Inc. (Nasdaq:IMMU) since February

2019 and was on the board of directors of Array BioPharma Inc. from 2014 until its acquisition by Pfizer in July 2019. Dr. Baum

received his M.D. and Ph.D. (Immunology) degrees from Washington University School of Medicine in St. Louis, Missouri and completed

his post-doctoral training at Stanford University. We believe Dr. Baum’s experience as a biotechnology executive and his

expertise in targeted oncology qualifies him to serve on our board of directors.

Jamie

G. Christensen, Ph.D., has served on our board of directors since the completion of our initial public offering. Dr. Christensen

has been the Executive Vice President and Chief Scientific Officer of Mirati Therapeutics, Inc. since June 2013. In his role at

Mirati, he is responsible for drug discovery, translational research, drug manufacturing and companion diagnostics research and

teams. While at Mirati, Dr. Christensen led activities related to the discovery and advancement of the KRAS G12C inhibitor, MRTX849,

as well as the spectrum-selective receptor tyrosine kinase (RTK) inhibitor, sitravatinib, through IND and clinical development.

Prior to Mirati, Dr. Christensen most recently was the head of Oncology Precision Medicine and member of the executive leadership

team in the Oncology Research Unit at Pfizer. While at Pfizer, Dr Christensen led key aspects of the nonclinical and clinical

development of sunitinib (Sutent®), crizotinib (Xalkori®), and palbociclib (Ibrance®). Prior to his time at Pfizer,

he held positions at SUGEN/Pharmacia as a Group Leader on the Preclinical Research and Exploratory Development team. Dr. Christensen

initiated his industry experience at Warner Lambert/Parke-Davis with research focus in RTK biology and pathway biomarker development

in the oncology therapeutic area. Dr. Christensen received his Ph.D. focusing in Molecular Pharmacology from North Carolina State

University with dissertation research directed toward characterization of mechanisms of apoptosis dysregulation during the process

of carcinogenesis. We believe Dr. Christensen’s experience as a biotechnology executive and his expertise in drug discovery

and translational research qualifies him to serve on our board of directors.

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James

B. Avery has served on our board of directors since October 2020. Mr. Avery joined Tavistock Group in July 2014 and is currently

a Senior Managing Director. From 2003 to June 2014, Mr. Avery was a Managing Director and Co-Founder of GCA Savvian, a boutique

investment bank, in addition to holding the position of Representative Director for GCA Corporation, GCA Savvian’s parent

company that is publicly traded on the Tokyo Stock Exchange. Prior to GCA Savvian, Mr. Avery spent 10 years working in the New

York and Silicon Valley offices of Morgan Stanley, where he advised clients across a number of industries on strategic, merger

& acquisition and capital market transactions. Mr. Avery has also held roles at Edward M. Greenberg Associates, Burson-Marsteller,

Westdeutsche Landesbank, and Republic National Bank of New York. Mr. Avery is currently a member of the board of directors of

Inseego Corp. (Nasdaq: INSG) and FrontWell Capital Partners. Mr. Avery received his Bachelor of Science in Finance from Miami

University in 1986. We believe that Mr. Avery’s management background and expertise in strategic corporate matters and capital

markets qualifies him to serve as a member of our board of directors.

Number

and Terms of Office of Officers and Directors

Our

board of directors has seven members, five of whom are deemed “independent” under SEC and Nasdaq rules. Our board

of directors is divided into three classes with only one class of directors being elected in each year and each class serving

a three-year term. The term of office of the first class of directors, consisting of Carole L. Nuechterlein and Jamie

G. Christensen, expires at our first annual meeting of stockholders. The term of office of the second class of directors, consisting

of Richard Heyman and Charles M. Baum, expires at the second annual meeting. The term of office of the third class of

directors, consisting of Aaron I. Davis, Christopher Fuglesang and James B. Avery, expires at our third annual meeting of

stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination.

Pursuant

to an with our sponsor, upon consummation of an initial business combination, our sponsor will be entitled to nominate two

individuals 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 bylaws as it deems appropriate.

Our bylaws provide that our directors may consist of a chairman of the board, and that our officers may consist of chief executive

officer, president, chief financial officer, executive vice president(s), vice president(s), secretary, treasurer and such other

officers as may be determined by the board of directors.

Executive

Compensation

No

executive officer has received any cash compensation for services rendered to us. We will pay to an affiliate of our sponsor a

fee of $10,000 per month for providing us with office space and certain office and secretarial services until we close a business

combination. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by

our audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with

our initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the

date of the consummation of our initial business combination. Other than the $10,000 per month administrative fee, no compensation

or fees of any kind, including finder’s fees, consulting fees and other similar fees, will be paid to our insiders or any

of the members of our management team, for services rendered prior to or in connection with the consummation of our initial business

combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket

expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing

business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants

or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket

expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in

the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed

by us unless we consummate an initial business combination.

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After

our initial business combination, members of our management team who remain with us may be paid consulting, management or other

fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the

proxy solicitation materials furnished to our stockholders. It is unlikely the amount of such compensation will be known at the

time of a stockholder meeting held to consider our initial business combination, as it will be up to the directors of the post-combination

business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the

time of its determination in a Current Report on Form 8-K, as required by the SEC.

Director

Independence

Nasdaq

listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least

three independent directors and 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 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. Our Board of Directors had determined that

Carole L. Nuechterlein, Richard Heyman, Jamie Christensen, Charles M. Baum and James B. Avery 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.

We

will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will

only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable

to us than could be obtained from independent parties. Any related-party transactions must be approved by our audit committee

and a majority of disinterested directors.

Audit

Committee

We

have established an audit committee of the board of directors, which consists of Carole L. Nuechterlein, Richard Heyman, and Charles

M. Baum, each of whom is an independent director. Carole L. Nuechterlein serves as chairman of the audit committee. The audit

committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

● discussing with management major risk assessment and risk management policies;

● monitoring the independence of the independent auditor;

● reviewing and approving all related-party transactions;

● appointing or replacing the independent auditor;

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Financial

Experts on Audit Committee

The

audit committee will at all times be composed exclusively of “independent directors” who are “financially literate”

as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being

able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and

cash flow statement.

In

addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment

experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background

that results in the individual’s financial sophistication. The board of directors has determined that Carole L. Nuechterlein

qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Guidelines

for Selecting Director Nominees

We

do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when

required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent

directors may recommend a director nominee for selection by the board of directors.

The

board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting

or approving director nominees without the formation of a standing nominating committee. Carole L. Nuechterlein, Richard Heyman,

Jamie Christensen, Chuck Baum and James B. Avery will participate in the consideration and recommendation of director nominees.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating

committee, we do not have a nominating committee charter in place.

The

board of directors will also consider director candidates recommended for nomination by our shareholders during such times as

they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, extraordinary

general meeting). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set

forth in our bylaws.

We

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our shareholders.

Compensation

Committee

We

have established a compensation committee of the board of directors consisting of Richard Heyman and Carole L. Nuechterlein,

each of whom is an independent director. Richard Heyman serves as chairman of the compensation committee. We adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

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● reviewing our executive compensation policies and plans;

The

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by Nasdaq and the SEC.

Compensation

Committee Interlocks and Insider Participation

We

may not have a compensation committee in place prior to the completion of our initial business combination. Any executive compensation

matters that arise prior to the time we have a compensation committee in place will be determined by our independent directors.

None of our directors who currently serve as members of our compensation committee is, or has at any time in the past been, one

of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of

the compensation committee of any other entity that has one or more executive officers serving on our board of directors. None

of our executive officers currently serves, or in the past year has served, as a member of the board of directors of any other

entity that has one or more executive officers serving on our compensation committee.

Code

of Ethics

We

have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies

the business and ethical principles that govern all aspects of our business.

Conflicts

of Interest

Investors

should be aware of the following potential conflicts of interest:

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In

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

● the corporation could financially undertake the opportunity;

● the opportunity is within the corporation’s line of business; and

Accordingly,

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides

that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where

the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to

minimize potential conflicts of interest which may arise from multiple affiliations, our officers and directors (other than our

independent directors) have agreed to present to us for our consideration, prior to presentation to any other person or entity,

any suitable opportunity to acquire a target business, until the earlier of: (1) our consummation of an initial business combination

and (2) 24 months from the date of our Initial Public Offering. This agreement is, however, subject to any pre-existing fiduciary

and contractual obligations such officer or director may from time to time have to another entity. Accordingly, if any of them

becomes aware of a business combination opportunity which is suitable for an entity to which he or she has pre-existing fiduciary

or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination

opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that

the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially undermine our ability

to complete our business combination because in most cases the affiliated companies are closely held entities controlled by the

officer or director or the nature of the affiliated company’s business is such that it is unlikely that a conflict will

arise.

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The

following table summarizes the current material pre-existing fiduciary or contractual obligations of our officers, directors and

director nominees:

Name of Individual Name of Affiliated Company Entity’s Business Affiliation

Aaron Davis Boxer Capital, LLC Investment Fund Chief Executive Officer

MVA Investors, LLC Investment Fund Chief Executive Officer

Mirati Therapeutics, Inc. Therapeutics Director

Odonate Therapeutics, Inc. Therapeutics Director

iTeos Therapeutics, Inc. Therapeutics Director

Tango Therapeutics, Inc. Therapeutics Director

CiVi Biopharma Holdings, Inc. Therapeutics Executive Chairman

Sojournix, Inc. Therapeutics Director

Rain Therapeutics, Inc. Therapeutics Director

Christopher Fuglesang Boxer Capital, LLC Investment Fund Managing Director

MVA Investors, LLC Investment Fund President

Pandion Therapeutics, Inc. Therapeutics Director

CiVi Biopharma Holdings, Inc. Therapeutics Director

Coho Therapeutics, Inc. Therapeutics Director

Shoreline Biosciences, Inc. Therapeutics Director