Our officers and directors are as follows:Name​​Age​​PositionMatthew Safaii​​41​​Chief Executive Officer and Chairman of the BoardThomas Olivier​​53​​President, Chief Financial Officer and Vice ChairmanGaurav Dhillon​​55​​Director NomineeDixon Doll​​78​​Director NomineeWill Semple​​43​​Director NomineeMatthew Safaii., our Chief Executive Officer and the Chairman of our board of directors, is the founder and Managing Partner of Arrowroot Capital, an investment advisory firm, which he founded in January 2014. Mr. Safaii serves as a Director at SnapLogic, Inc., a cloud connection company, which he joined in September 2019. Previously, Mr. Safaii served as a Managing Director and Head of the Acquisitions Team at Actua Corp., a venture capital firm, from June 2009 to December 2013. Mr. Safaii’s significant investment and financial expertise make him well qualified to serve as our Chief Executive Officer and the Chairman of our board of directors.Thomas Olivier, our President and Chief Financial Officer and the Vice Chairman of our board of directors, is a Managing Director at Houlihan Lokey, Inc., a large investment bank, which he joined in May 2017. Upon completion of this offering, Mr. Olivier will join Arrowroot Capital and may remain affiliated with Houlihan Lokey in an advisory role for a limited period of time to complete and/or transition certain ongoing engagements. Previously, Mr. Olivier served as a Managing Director at Pacific Crest Securities, Inc., an investment bank focused on the technology sector, from April 2012 to May 2017. Mr. Olivier’s significant investment and financial expertise make him well qualified to serve as our President, Chief Financial Officer and the Vice Chairman of our board of directors.Gaurav Dhillon will serve as a director of the company following the completion of the offering. Mr. Dhillon is the Chairman and Chief Executive Officer of SnapLogic, Inc., a cloud connection company, which he joined in 2009. Previously, Mr. Dhillon was also the Founder of Jaman.com Inc., a video streaming software company, from 2005 to July 2015. Prior to that, Mr. Dhillon was the Chief Executive Officer and Co-Founder of Informatica LLC, a software developer, from 1992 to 2004. Mr. Dhillon’s significant investment and financial expertise make him well qualified to serve as a member of our board of directors.Dixon Doll will serve as a director of the company following the completion of this offering. Mr. Doll currently serves on the Advisory Board for the Stanford Institute for Economic Policy Research Institute, a nonprofit research institution, which he joined in 2002. Mr. Doll is a Senior Director at Roman DBDR Tech Acquisition Corp. (Nasdaq: DBDR), a special purpose acquisition company, which he joined in October 2020. Mr. Doll is a Director at Prime Impact Acquisition I (NYSE: PIAI), a special purpose acquisition company, which he joined in September 2020. Previously, Mr. Doll served as the Chairman of Network Equipment Technologies, Inc., a communication equipment company, from 2005 to 2011 and as a Director of DirecTV, Inc., a broadcast satellite services provider, from 2010 to 2015. Mr. Doll was elected to the Board of the National Venture Capital Association in 2005 and served on the Executive Committee and as Chairman from 2008 to 2009. Mr. Doll led DCM Ventures’ investments in About.com (acquired by The New York Times Co.), @Motion (acquired by Openwave), Clearwire (Nasdaq: CLWR), Coradiant (acquired by BMC), Force10 Networks (acquired by Dell), Foundry Networks (Nasdaq: FDRY), Internap (Nasdaq: INAP), Ipivot (acquired by Intel), and Neutral Tandem (Nasdaq: TNDM). Mr. Doll’s significant investment and financial expertise make him well qualified to serve as a member of our board of directors.Will Semple will serve as a director of the company following the completion of this offering. Mr. Semple currently serves as a Director and Board Member of eBAY SARL, the European division of eBay, Inc. (Nasdaq: EBAY), a large multinational e-commerce company, which he joined in September 2019. Previously, Mr. Semple served as EMEA Lead of DevSecOps and Software Security & Assurance for PricewaterhouseCoopers LLP, a large consulting and accounting firm, from January 2016 to September 2019. Mr. Semple’s significant investment and financial expertise make her well qualified to serve as a member of our board of directors.Advisory BoardFrom time to time we may utilize the services of certain advisors and/or form an advisory board consisting of individuals whom we believe will help us execute our business strategy.96 TABLE OF CONTENTSNumber and Terms of Office of Officers and DirectorsOur board of directors consists of five members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with 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.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 officers as it deems appropriate pursuant to our amended and restated certificate of incorporation.The term of office of the first class of directors, consisting of Matthew Safaii, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Thomas Olivier and Gaurav Dhillon, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Dixon Doll and Will Semple, will expire at the third annual meeting of stockholders.Director IndependenceNasdaq listing standards require 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 has determined that each of Dixon Doll and Will Semple is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. We intend to appoint one additional independent director to our board within one year following this offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present.Executive Officer and Director CompensationNone of our directors have received any cash compensation for services rendered to us. However, in January 2021, our sponsor transferred 40,000 founder shares to each of Dixon Doll, Will Semple and Gaurav Dhillon, our non-employee directors (none of which are subject to forfeiture in the event that the underwriters’ over-allotment option is not exercised in full). 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 pay our sponsor $20,000 per month for office space, secretarial and administrative services provided to members of our management team. 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, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from 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. 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 any of their respective affiliates, prior to completion of our initial business combination except for these payments and reimbursements.After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.97 TABLE OF CONTENTSWe do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or 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.Committees of the Board of DirectorsOur 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, Nasdaq rules 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, Nasdaq rules require that the compensation committee and nominating and corporate governance committee of a listed company be comprised solely of independent directors.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. Thomas Olivier, Dixon Doll and Will Semple will serve as members of our audit committee, and Thomas Olivier will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters.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 and has accounting or related financial management expertise.We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:•the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;•pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;•reviewing and discussing with the independent registered public accounting firm 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 registered public accounting firm;•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 registered public accounting firm describing (i) the independent auditor’s internal quality-control procedures and (ii) 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;•reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and•reviewing with management, the independent registered public account firm and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.98 TABLE OF CONTENTSCompensation CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Thomas Olivier, Dixon Doll and Will Semple will serve as members of our compensation committee. Thomas Olivier will chair the compensation committee.We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;•reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;•reviewing our executive compensation policies and plans;•implementing and administering our incentive compensation equity-based remuneration plans;•assisting management in complying with our proxy statement and annual report disclosure requirements;•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;•producing a report on executive compensation to be included in our annual proxy statement; and•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor of $20,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses and advisory fees for financial advisory services provided in connection with an initial business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid by us to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent 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 ParticipationNone of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board.99 TABLE OF CONTENTSNominating and Corporate Governance CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. Matthew Safaii, Dixon Doll and Will Semple will serve as members of our nominating and corporate governance committee. Matthew Safaii will chair the nominating and corporate governance committee.The primary purposes of our nominating and corporate governance committee will be to assist the board in:•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;•reviewing and approving on an annual basis the compensation of all of our other officers;•reviewing on an annual basis our executive compensation policies and plans;•assisting management in complying with our proxy statement and annual report disclosure requirements;•approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;•if required, producing a report on executive compensation to be included in our annual proxy statement; and•reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.Director NominationsOur nominating and corporate governance committee will recommend to the board of directors candidates for nomination for election at the annual meeting of stockholders.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 stockholders.Code of Business Conduct and EthicsPrior to the consummation of this offering, we will adopt a Code of Business Conduct and Ethics applicable to our directors, officers and employees. We have