Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Christopher Darby ​ ​ 61 ​ ​ Chairman of the Board ​ Michael Rolnick ​ ​ 55 ​ ​ Chief Executive Officer ​ Roger Lazarus ​ ​ 62 ​ ​ Chief Financial Officer ​ Michael Morell ​ ​ 62 ​ ​ Director Nominee ​ Nathaniel Fick ​ ​ 43 ​ ​ Director Nominee ​ Letitia Long ​ ​ 61 ​ ​ Director Nominee ​ Our Founding Team and Executive Officers Christopher Darby, Chairman Christopher Darby has been serving as the Chairman of our board of directors since January 2021. Since 2006, Mr. Darby has served as President and Chief Executive Officer of IQT, an independent strategic investment firm that identifies innovative technologies to support the missions of the CIA and the broader U.S. intelligence community. Mr. Darby is also a member of IQT’s board of trustees. Prior to joining IQT, Mr. Darby was a Vice President and General Manager at Intel Corporation, starting in August 2005, where he oversaw the Middleware Products Division and was responsible for the corporation’s Infrastructure Software business, including open source and commercial products. From 2003 to 2005, Mr. Darby served as the President and Chief Executive Officer of Sarvega, a venture-backed supplier of XML networking and security products. Prior to Sarvega, from 2000 to 2003, Mr. Darby was the Chairman and Chief Executive Officer of @stake, an internet security consulting firm which was ultimately acquired by Symantec (now NortonLifeLock Inc.), where he assembled the world’s leading collection of cyber security researchers and consultants. From 1997 to 2000, Mr. Darby served as President and Chief Executive Officer of Interpath Communications, which was later acquired by US Internetworking. Earlier in his career, Mr. Darby held several executive positions at Digital Equipment Corporation (now Hewlett-Packard) and Northern Telecom (now Nortel Networks), with responsibility for telecommunications industry sales initiatives, corporate strategy and alliances. Mr. Darby serves as a director on the boards of National Resilience, Inc. since 2020, the CIA Officers Memorial Foundation since 2020 and previously served as chairman of the board of Endgame, Inc. from 2012 to 2019. In January 2019, Mr. Darby was nominated as a Commissioner on the National Security Commission on Artificial Intelligence. Mr. Darby received his Bachelor of Arts degree in Economics from the University of Western Ontario. Michael Rolnick, Chief Executive Officer Michael Rolnick has served as our Chief Executive Officer since January 2021. Mr. Rolnick currently serves as a Managing Member of Baileyana, a vehicle launched in 2009 that invests in private technology companies. Since 2013, Mr. Rolnick has been a Senior Advisor to Blockchain Capital. Additionally, he served as a Senior Advisor to the Michael Bloomberg 2020 presidential campaign. In 2015, Mr. Rolnick co-founded Cadence13 and served as Executive Chairman until it was acquired in 2020 by Entercom Communications (New York Stock Exchange: ETM). Prior to Cadence13, Mr. Rolnick held a number of senior operating roles, including Chief Executive Officer of UNIFI Labs and Chief Digital Officer at NewsCorp/Dow Jones. In 2011, Mr. Rolnick co-founded Playstudios, which announced its acquisition by Acies Acquisition Corporation (Nasdaq: ACAC) in February 2021. Previously, Mr. Rolnick was a Managing General Partner for more than a decade at ComVentures, a leading venture capital firm focused on investments in internet infrastructure and communications companies. Prior to ComVentures, Mr. Rolnick was Vice President of Corporate Development and New Ventures at E*Trade. Mr. Rolnick served on the board of directors of Ahura Scientific (acquired by Thermo Fisher Scientific, New York Stock Exchange: TOM), IntruVert Networks (acquired by McAfee, Nasdaq: MCFE), Kagoor Networks (acquired by Juniper Networks, New York Stock Exchange: JNPR), P-Cube (acquired by Cisco Systems, Nasdaq: CSCO) and Vyatta (acquired by Brocade 120 TABLE OF CONTENTS Communications Systems). Mr Rolnick served as lead investor in Archipelago Holdings (New York Stock Exchange: AX), Critical Path (Nasdaq: CPTH) and Digital Island (Nasdaq: ISLD). Mr. Rolnick was named to Forbes Midas Touch list multiple times as a top dealmaker in technology. Mr. Rolnick received his Master of Business Administration degree from the University of Michigan, Master of Science degree in Economics from the London School of Economics and Political Science and Bachelor of Arts degree in Political Science from the University of Michigan. Roger Lazarus, Chief Financial Officer Roger Lazarus has served as our Chief Financial Officer since March 2021. From 1997 to 2013, Mr. Lazarus worked as a transactions partner at Ernst & Young advising on acquisitions and investments by private equity and corporate clients. He was the managing partner of Ernst & Young’s West Region Transactions service line before relocating from the San Francisco Bay Area to Ernst & Young Colombia, where he served as Chief Operating Officer from 2013 to 2019, as Chief Operating Officer from 2017 to 2019 and a board member of Ernst & Young’s Latam North region, which comprised 13 countries. In these roles, Mr. Lazarus managed internal operations and oversaw financial and operating reporting. Mr. Lazarus joined Ernst & Young in the Boston,Massachusetts office in 1997 as a partner. Prior to joining Ernst & Young , Mr. Lazarus served a three-year term as the Chief Financial Officer and Senior Vice President of Xenergy, Inc., a Massachusetts-based energy services, trading and software company. In 1986, Mr. Lazarus joined the Coopers & Lybrand investigations and transaction support team in Boston, Massachusetts and was promoted to partner in 1992. He is a Chartered Accountant (FCA: Fellow of the Institute of England and Wales) and started his career as an auditor with Arthur Andersen in London before moving to the United States. Mr. Lazarus is a director and the Chair of the audit committee of Latam Logistic Properties S.R.L., a third-party logistics provider with operations in Costa Rica, Colombia and Peru. Mr. Lazarus is also a venture consultant to MVP and its portfolio companies. Mr. Lazarus received his Social Sciences degree in Economics from the University of York. Directors and Director Nominees Christopher Darby, Chairman Christopher Darby’s business background information is set forth under “Our Founding Team and Executive Officers” above. Michael Morell, Director Michael Morell will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Mr. Morell was an intelligence officer at the CIA for 33 years. From May 2010 until August 2013, Mr. Morell served as the Deputy Director of the CIA and was twice its Acting Director during that period. Prior to that, Mr. Morell served as the Director for Intelligence, CIA’s top analyst, and as the Associate Deputy Director, CIA’s top administrator. Since his retirement from the CIA in 2013, Mr. Morell has served as the President and Chief Executive Officer of Morell Consulting LLC and as the Senior Counselor and Global Chairman of the Geo-Political Risk Practice at Beacon Global Strategies. In addition, Mr. Morell has been a Senior National Security Contributor at CBS News since 2013 and a Distinguished Visiting Professor at George Mason University since 2019. Since 2018, Mr. Morell has served as the Committee on Foreign Investment in the United States-mandated security director, a director on the board of Fortress Investment Group and since 2019, as the Chairman of the board of directors of Orbis Operations, a private national security-related firm. In addition, from 2014 to 2019, he served as a director on the board of Goodyear Tire and Rubber Company. From 2013 to 2018, Mr. Morrell served as senior advisor and Chairman of the National Security Task Force at the U.S. Chamber of Commerce. Mr. Morell currently serves on the advisory boards of three private companies: iSquared Capital, a private equity firm, Dataminr, a technology-related company with national security applications and Improbable, also a technology-related company with national security applications. Mr. Morell also served on United States President Barak Obama’s 2013 Review Group on Intelligence and Telecommunications and on the 2018 National Defense Strategy Commission. Mr. Morell is a member of the Council on Foreign Relations and the American Economic Association. Mr. Morell received a Master of Arts degree in Economics from Georgetown University and Bachelor of Arts degree in Economics from the University of Akron. 121 TABLE OF CONTENTS Nathaniel Fick, Director Nathaniel Fick will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Since October 2019, Mr. Fick has served as the General Manager of Elastic, where he leads the company’s information security business. Mr. Fick was the Chief Executive Officer of Endgame from 2012 until its acquisition by Elastic in 2019. From 2011 to 2019, Mr. Fick served as an operating partner at Bessemer Venture Partners, where he worked with management teams to build durable, high-growth businesses. Mr. Fick started his career as a Marine Corps infantry and reconnaissance officer, including combat tours in Afghanistan and Iraq. Since 2016, Mr. Fick has served as a director on the board of Strategic Education, Inc., and previously served as a director on the boards of Endgame (from 2012 to 2019) and Dartmouth College (from 2012 to 2020). Mr. Fick received his Master of Business Administration degree from Harvard University, Master of Public Administration degree from Harvard University and Bachelor of Arts degree in Classics and Government from Dartmouth College. Letitia Long, Director Letitia Long will be one of our directors on the effective date of the registration statement of which this prospectus forms a part. Ms. Long currently serves as a director on the boards of two public companies, Corporate Officers Property Trust since October 2020 and Parsons Corporation since April 2020, and four private companies, Applied Information Systems since September 2020, Octo since January 2020, Quadrint, Inc. since August 2019, and HyperSat LLC since September 2018. Ms. Long also serves as an independent trustee for Noblis Inc. since February 2015, as Vice Rector of the Board of Visitors of Virginia Polytechnic Institute and State University since July 2017 and as Chairman of the Board of the Intelligence and National Security Alliance since January 2016. Ms. Long previously served as a director on the boards of Raytheon Company (from 2015 to 2020), UrtheCast Corporation (from 2015 to 2018), and Sonatype (from 2017 to 2019). In addition, she has served as an Advisor and Portfolio Director for Blue Delta Capital Partners since 2019. Ms. Long was an intelligence officer for 33 years serving as the Director of the National Geospatial-Intelligence Agency (from 2010 to 2014), the Deputy Director of the Defense Intelligence Agency (from 2006 to 2010), the Deputy Undersecretary of Defense for Intelligence (from 2003 to 2006), the Deputy Director of Naval Intelligence (from 2000 to 2003) and the Executive Director for Intelligence Community Affairs (from 1998 to 2000). Ms. Long received her Master of Science degree in Engineering from the Catholic University of America and her Bachelor of Science degree in Electrical Engineering from Virginia Polytechnic Institute and State University. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with 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 Ms. Long, will expire at our first general annual meeting. The term of office of the second class of directors, consisting of Mr. Fick, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Messrs. Morell and Darby, will expire at our third annual general meeting. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. 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 will provide that our officers may consist of one or more chairman of the board, chief executive officer, chief operating officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. 122 TABLE OF CONTENTS Director Independence The rules of Nasdaq 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 with the company which in the opinion of the company’s board of directors, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Messrs. Morell and Fick and Ms. Long are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount of $20,000 per month. 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 partner businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or 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 executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or 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 founding 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 materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our founding 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 founding team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our founding team 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 Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. 123 TABLE OF CONTENTS Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors will serve as members of our audit committee. Our board of directors has determined that each of Messrs. Morell and Fick and Ms. Long are independent. Mr. Fick will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq 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. The audit committee is responsible for: • meeting with our independent re