Our officers, directors and director nominees are as follows: Name Age Position Amy Nauiokas* 49 Chief Executive Officer, Chair and Director Mei Lim* 44 Chief Financial Officer and Director Briana van Strijp* 41 Chief Operating Officer Pamela Thomas Graham 58 Director Baroness Helena Morrissey 55 Director Nominee Janice Savin Williams 64 Director * Denotes an executive officer. Amy Nauiokas is the Chair and Chief Executive Officer of Anthemis Digital Acquisitions and a member of our board of directors, as well as the Founder and Chief Executive Officer of Anthemis Group. Ms. Nauiokas is a visionary executive, investor and a recognized leader in innovation, strategy, and management across a variety of markets and industries. As an investor, Ms. Nauiokas has built a strong investment portfolio of best-in-class, high-growth companies. Current investments include Betterment, Trōv, Happy Money and Currencycloud. Her exits include Flo Technologies, Zoopla, Fidor Bank (acquired by BPCE in 2016), Simple (acquired by BBVA in 2014) and The Climate Corporation (acquired by Monsanto in 2013). Ms. Nauiokas is currently a board member of Trōv, Matic, Arthena, Koffie Labs, EasyHealth and Inked Brands. Ms. Nauiokas was previously CEO and Managing Director of Barclays Stockbrokers, where she successfully transformed the business from a share-dealing service into a multi-product, global financial services portal. Ms. Nauiokas joined Barclays Group in 2004 as Head of E-commerce at the investment bank, where she was credited for driving significant expansion and adoption of the firm’s electronic products and markets to institutional clients globally. Before joining Barclays, Ms. Nauiokas was Senior Managing Director and Partner at Cantor Fitzgerald from 2000 to 2004. At Cantor, Ms. Nauiokas was part of the management team responsible for driving Cantor’s brokerage business online through the successful launch of online business eSpeed, Inc., which was later sold to NASDAQ for $750 million. Ms. Nauiokas also played a critical role in the company’s rebuilding efforts after September 11, serving as Head of Investor Relations, Global Marketing and Human Resources for the firm. In 2020, Ms. Nauiokas was recognized among the 100 Powerful Women in leadership by Entrepreneur Magazine. Between 2015 and 2018, Ms. Nauiokas was listed among the industry’s most powerful dealmakers in Institutional Investor’s Fintech Finance 40. Other awards include Variety’s Dealmakers Elite New York in 2018, Variety’s Women of Impact in 2016 and The Memo’s 16 Pioneering Women Shaking Up Digital Finance. Ms. Nauiokas serves as a board member at Power Finance Inc. and is a member of the Dickinson College Board of Trustees. She has previously served on the Global Leadership Board of Time’s Up, as the International Board Chair of Make-A-Wish® and was a member of the Fast Company Impact Council. Ms. Nauiokas holds a Masters of International Affairs in International Business from Columbia University, where she has also served as an Adjunct Professor in the business school and received her Bachelor of Arts in International Studies from Dickinson College. Mei Lim is the Chief Financial Officer of Anthemis Digital Acquisitions and a member of our board of directors, and is currently the Chief Financial Officer and Head of Corporate Development at Anthemis Group. Leveraging over twenty years of experience within the financial services industry, Ms. Lim brings valuable relationships and insights across M&A, corporate development and finance. Prior to joining Anthemis Group, Ms. Lim was a Managing Director at Barclays, in various areas namely Corporate Development, Strategy, Principal Investments and Finance. During her tenure at Barclays, Ms. Lim led and structured numerous complex mergers, acquisitions, investments and divestitures for Barclays, in many cases, positioning a company for growth and subsequent successful exit. Notable examples are Bloomberg’s acquisition of Barclays Risk Analytics and Index Solutions, including Barclays fixed income benchmark indices. Most recently, Ms. Lim 125 Table of Contents served as Managing Director in Finance in Business Banking at Barclays, which included developing strategic partnerships and sponsoring equity investments in specialist fintech to offer products and services to over one million of their small-medium size (SME) customers in the UK. Additionally, Ms. Lim has worked in M&A and transaction advisory amongst other roles at Macquarie Group, Fox-Pitt, Kelton, Ernst and Young and Goldman Sachs. Ms. Lim also holds a Chartered Accountancy with the Institute of Chartered Accountants (Scotland) and a Bachelor of Laws - LLB with Bristol University. Briana van Strijp is the Chief Operating Officer of Anthemis Digital Acquisitions, and is currently Partner, Chief Operating Officer and Chief People Officer at Anthemis Group. Leveraging over twenty years of industry expertise in strategy, organizational design and cultural change across public and private companies, Ms. van Strijp has been instrumental in transforming Anthemis Group’s portfolio success platform. Ms. van Strijp manages a robust ecosystem of relationships, working as a trusted partner to founders and advisor to C-suite executives within the platform, to amplify their growth trajectory and impact. Previously, Ms. van Strijp worked at Suncorp from 2009 to 2016, where she led People Strategy and transformational change, and served as a member of the business strategic innovation practice which was involved in Suncorp’s insurtech equity investment in Trōv and subsequent partnership to bring Trōv’s then episodic insurance product to the Australian personal insurance market. Prior to that, Ms. van Strijp worked at Promina from 2006 to 2009, where she led the post-Suncorp M&A integration employing entity harmonization and cultural alignment. Additionally, Ms. van Strijp has over fifteen years of financial services experience, is a member of the Fintech for All Steering Committee and was recognized under RealDeals Future 40 Diversity & Inclusion Leaders in 2020, Innovate Finance’s Women in FinTech Powerlist 2018 and has operated as a CultureTech advisor since 2016. Ms. van Strijp holds a Bachelor’s in Commerce from Deakin University. Pamela Thomas-Graham, one of our independent directors, is the Founder and Chief Executive Officer of Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury. Prior to establishing Dandelion Chandelier in August 2016, Ms. Thomas-Graham served as Chair, New Markets, of Credit Suisse Group AG from October 2015 to June 2016 and as Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets and Executive Board Member of Credit Suisse from January 2010 to October 2015. From 2008 to 2009, she served as a managing director in the private equity group at Angelo, Gordon & Co. From 2005 to 2007, Ms. Thomas-Graham held the position of Group President at Liz Claiborne, Inc. She served as Chairman, President and Chief Executive Officer of CNBC from 2001 to 2005. Previously, Ms. Thomas-Graham served as an Executive Vice President of NBCUniversal and as President and Chief Executive Officer of CNBC.com. Ms. Thomas-Graham began her career at a global consulting firm, McKinsey & Company in 1989 and became the firm’s first African-American female partner in 1995. She has served on the board of directors of The Clorox Company since September 2005 and has served as its Lead Independent Director since August 2016. Ms. Thomas-Graham has also served on the board of directors of The Bank of N.T. Butterfield & Son Limited since December 2017, Peloton Interactive, Inc. since March 2018, Norwegian Cruise Lines Holdings since April 2018, Compass since February 2020 and Bumble (recently had its IPO) since July 2020. Ms. Thomas-Graham holds a Bachelor of Arts in Economics, Master of Business Administration and Doctor of Law degrees from Harvard University. Baroness Helena Morrissey, DBE, one of our independent director nominees, recently retired from Legal & General, where she led the firm’s new digitally enabled affluent investment business. For fifteen years from 2001 to 2016, Ms. Morrissey served as Chief Executive of Newton, the £50 billion UK-headquartered investment management affiliate of BNY Mellon Investment Management. She has built a reputation as an investor, leader of people, initiator of significant initiatives designed to improve corporate governance in the UK and a champion of a truly inclusive modern society. Most notable of these was launching the 30% Club, a member organization that has campaigned successfully to increase the representation of women on corporate boards. The approach of the Club has since been adopted internationally in locations such as Europe, Africa and Asia. Ms. Morrissey has been named one of Fortune Magazine’s World’s 50 Greatest Leaders. She has twice been voted one of the 50 Most Influential People in Finance globally by Bloomberg Markets. Ms. Morrissey is a regular media commentator on topics as wide-ranging as climate change, executive pay and Brexit. Her well-received guest edit 126 Table of Contents of the ‘Today’ program in December 2016 developed the theme of ‘power to the people’ and featured contributions from Michael Gove, John Macfarlane and Michael Lewis. Ms. Morrissey has served on the board of directors of the Financial Services Trade and Investment Board since July 2015, Daniel J. Edelman since 2019 and St James’s Place since January 2020. Ms. Morrissey is a Fellow of London Business School and was awarded an Honorary Doctorate by Cambridge University in 2016. She was appointed CBE in the 2012 and subsequently promoted to Dame in 2017 in honor of her services to diversity in Financial Services and then Baroness in 2020, when she made her maiden speech in the House of Lords. Ms. Morrissey holds a Masters in Philosophy from the University of Cambridge. Janice Savin Williams, one of our independent directors, is an equity holder and a Managing Director at Siebert Williams Shank & Co., LLC, America’s largest women and minority-owned investment bank. Previously, Mrs. Savin Williams was Co-Founder and Senior Principal of the Williams Capital Group, L.P., a full-service investment bank. Since 2000, Thomson Reuters consistently ranked Williams Capital among the most active underwriters of publicly traded equity and investment grade corporate debt offerings. Prior to its merger in November 2019 with and into Siebert Williams Shank & Co., LLC, Mrs. Savin Williams spent twenty-five years at Williams Capital Group, L.P as a successful taxable fixed income salesperson and evaluating strategic new business initiatives. Mrs. Savin Williams began her thirty-year career on Wall Street with Shearson Lehman Brothers. She then became Vice President of taxable fixed income sales at Drexel Burnham Lambert, Inc. before joining the Industrial Bank of Japan. She is the current Trustee of Tufts University and has been a board member of several community and professional associations and not-for-profit organizations, including The Fresh Air Fund, ISI, Inc., Roundabout Theatre Company and Lenox Hill Neighborhood House. In 2010, she was appointed Vice Chair of the National Advisory Council on Minority Business Enterprises. Additionally, Mrs. Savin Williams was the driving force behind the board of directors’ formation for the Harlem School of the Arts (HSA), serving as Vice-Chair and Secretary from 2010 to 2020. Through her dedicated fundraising and lobbying efforts, Mrs. Savin Williams successfully championed to prevent the permanent closure of HSA’s doors in 2010. Extremely active in the New York City civic and not-for-profit landscape, Mrs. Savin Williams received the 2010 CUP Leadership Award, The African American Heritage Award from the City of New York, the Partnership with Children’s 2004 Ann Vanderbilt Award and the 2004 Business Leadership Award of the New York State Supreme Court. Additionally, she received the 2013 Leadership Award from the Harlem School of the Arts. Mrs. Savin Williams earned her Bachelor of Arts in Economics at Tufts University. Number and Terms of Office of Officers and Directors We intend to have five directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Janice Savins Williams, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Pamela Thomas Graham and Baroness Helena Morrissey, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mei Lim and Amy Nauiokas and, will expire at the third annual general meeting. We may not hold an annual general meeting until after we consummate our initial business combination. Holders of our founder shares will have the right to appoint and remove all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment or removal of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a majority of at least 90% of our shares voting at a general meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board of directors, which must include a majority of our independent directors and each of the non-independent directors nominated by our sponsor. 127 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 provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary and such other offices as may be determined by the board of directors. Director Independence The NASDAQ listing standards require that a majority of our board of directors be independent. However, as a “controlled company” we are not obligated to comply with this listing requirement, but we do intend to comply with this requirement as of the closing of this offering. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Pamela Thomas Graham, Baroness Helena Morrissey and Janice Savins Williams 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. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. In addition, our sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our 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 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, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation or tender offer materials (as applicable) 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 officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our 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 128 Table of Contents 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 officers and directors that provide for benefits upon termination of employment. 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 compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the rules of the NASDAQ and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NASDAQ require that the compensation and nominating and corporate governance committees of a listed company be comprised solely of independent directors. The charter of each committee will be available on our website. Audit Committee Upon the effectiveness of th