Our officers and directors are as follows: Name ​ ​ Age ​ ​ Position ​ Sam Yagan ​ ​ ​ ​ 43 ​ ​ ​ Chief Executive Officer and Director ​ Steve Farsht ​ ​ ​ ​ 50 ​ ​ ​ Chief Financial Officer and Director ​ Phil Schwarz ​ ​ ​ ​ 42 ​ ​ ​ Chief Strategy Officer ​ Mike Gamson ​ ​ ​ ​ 43 ​ ​ ​ Director Nominee ​ Brooke Skinner Ricketts ​ ​ ​ ​ 40 ​ ​ ​ Director Nominee ​ Christian Rudder ​ ​ ​ ​ 45 ​ ​ ​ Director Nominee ​ Sam Yagan, 43, is our Chairman and Chief Executive Officer. Mr. Yagan co-founded Corazon Capital in 2013. Mr. Yagan serves as the Chief Executive Officer of ShopRunner, Inc., a multi-product ecommerce platform enabling millions of members to transact billions of dollars’ worth of gross merchandise value, a position he has held since 2016. In 2020, Mr. Yagan led the sale of ShopRunner to FedEx Corporation (NYSE: FDX). Prior to ShopRunner, Mr. Yagan served as the Vice-Chairman of Match Group (NASDAQ: MTCH), a position he assumed in 2016 after leading the company as Chief Executive Officer through a period of explosive growth that culminated in its IPO in 2015. Mr. Yagan’s prior entrepreneurial ventures in the consumer internet sector include SparkNotes, still the dominant brand of study guides, and MetaMachine, Inc., once the largest peer-to-peer file-sharing network in the world. Mr. Yagan sold SparkNotes to iTurf, Inc. and then to Barnes & Noble, Inc., where he served as Publisher and oversaw the expansion of the digitally-native brand into a multi-platform media business. Mr. Yagan also co-founded OkCupid in 2003, which he led as its CEO through its sale to Match Group in 2011. In 2009, Mr. Yagan co-founded Excelerate Labs (now Techstars Chicago), a leading start-up accelerator, and served as its first Managing Director. Mr. Yagan sits on the board of several private companies, including The Duchossois Group, SpotHero, Brilliant Worldwide, and Grindr. He previously served on the Digital Advisory Council at Target Corp (NYSE: TGT), the Stanford Graduate School of Business Management Board, and as an advisor to Proctor & Gamble (NYSE: PG). Mr. Yagan also sits on the boards of four non-profits: Start Early, Leaders in Tech, Illinois Mathematics & Science Academy Fund Board, and Rush University Medical Center. Mr. Yagan has earned recognition on TIME Magazine’s “100 Most Influential People in the World,” Fortune Magazine ’s “40 Under 40,” Crain’s Chicago ”Tech 50” and “40 Under 40,” Billboard Magazine’s ”30 Under 30,” and ranked #19 on Silicon Alley Insider ’s “Most Inspiring and Influential People.” Mr. Yagan holds a B.A. with honors in Applied Mathematics and Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business, earning distinctions as a Siebel Scholar, an Arjay Miller Scholar, and the Henry Ford Scholar, the latter of which Stanford awards annually to each class’s valedictorian. Steve Farsht, 50, is our Chief Financial Officer and director. Mr. Farsht co-founded Corazon Capital in 2013 and acts as one of its Managing Directors. Mr. Farsht co-ran Techstars Chicago from 2013 to 2014 and served as a Board Member from 2013 to 2017. Mr. Farsht currently serves on the boards of TradingView (a Techstars Chicago portfolio company), KetoNatural Pet Foods, VarunaTech, and Heretik. Mr. Farsht also spent sixteen months as COO of Tap.me, from 2011 to 2013, leading its sale to MediaMath. Mr. Farsht served as a General Partner with Norwest Equity Partners. From 1998 to 2007, he invested $280 million of equity in thirteen management buyouts, recapitalizations, and growth capital investments across a breadth of industries and supported his platform companies in completing nine add-on acquisitions. Mr. Farsht served on seven boards and led the sale of several companies to strategic and financial buyers. Mr. Farsht transitioned out of his private equity career in 2007 by taking on the CEO role of NEP portfolio company DCM Services. In that role, Mr. Farsht led the creation of the company’s vision, strategy, and core values. Mr. Farsht retooled the management team and restructured operations while growing market share by almost 80% over his four-year tenure. Earlier in his career, Mr. Farsht spent four years at Arthur Anderson from 1992 to 1996 as a senior auditor and M&A due diligence consultant; he currently maintains his CPA Inactive designation. Mr. Farsht has earned recognition as a member of Crain’s Chicago “Tech 50.” Mr. Farsht holds an M.B.A. from Northwestern’s Kellogg School of Management, where he served as a Lecturer of Entrepreneurship and Innovation, and a B.A. in Accountancy from the University of Wisconsin—​Madison. 111 TABLE OF CONTENTS Phil Schwarz, 42, our Chief Strategy Officer, serves as a Principal at Corazon Capital, a position he has held since 2016. From 2014 to 2016, Mr. Schwarz served as the Chief Marketing Officer of Tinder, the world’s leading dating business. Mr. Schwarz oversaw the company’s brand, growth, and user retention efforts worldwide, driving a period of explosive user growth and global expansion, including serving as a member of the executive team that launched Tinder’s revenue products, up to and beyond Match Group’s IPO in late 2015. Mr. Schwarz’s prior roles include Vice President of Growth Initiatives at Match Group, which he held in 2014, as well as Executive Director at Kaplan and Kaplan Ventures (then part of the Washington Post Company), which he held from 2010 to 2014, where Mr. Schwarz co-founded the Kaplan/Techstars EdTech Accelerator, whose graduates have raised more than $250 million in funding. At Kaplan, Mr. Schwarz also invested in early stage EdTech companies, served on boards of directors for Kaplan Ventures’ portfolio companies, and executed a series of corporate acquisitions. Earlier in his career, Mr. Schwarz served as an Associate Director at UBS Investment Bank from 2008 to 2010, advising companies on public offerings and buy- and sell-side M&A. Prior to that, Mr. Schwarz led numerous technology product development efforts for the Blue Cross Blue Shield Association, Vitria Technology, and BP Amoco, and served as a Management Consultant at PricewaterhouseCoopers. Mr. Schwarz holds an M.B.A. with honors from the University of Chicago Booth School of Business, where he guest lectures on Start-up Marketing, and a B.B.A., cum laude, from Ohio University’s College of Business. Mike Gamson, 43, is a director nominee. Mr. Gamson brings over twenty years of experience in building and scaling teams, with particularly unparalleled expertise in enterprise sales. Mr. Gamson currently serves as the CEO of Relativity, a global legal and compliance technology company, a position he has held since 2019. Prior to Relativity, Mr. Gamson spent eleven years in a variety of leadership positions at LinkedIn, including serving on the executive team which, under CEO Jeff Weiner, drove LinkedIn’s $26 billion sale to Microsoft in 2016. Mr. Gamson’s tenure at LinkedIn prior to and after the Microsoft acquisition includes SVP of Global Solutions, from 2011 to 2019, a role in which he built and managed a team of 5,000 employees across more than thirty offices worldwide, focusing on servicing corporate customers in three primary areas: talent solutions, marketing solutions, and sales solutions. Mr. Gamson and his team helped enterprises leverage LinkedIn to transform the way they hire, market, sell, and learn. During this time, Mike developed a deep passion for developing fast-growing, diverse, customer-centric teams. In 2019, Mike received the Entrepreneurial Champion Award for his contributions to the Chicago start-up ecosystem that include his prolific angel investing track record. Mr. Gamson has a long-standing relationship with Mr. Yagan, including serving together on the Board of Directors of SpotHero, co-investing in several start-ups, sitting on ShopRunner’s board of directors, and as an LP in two of Corazon’s funds. Mr. Gamson holds a B.A. in Comparative Religions and Fine Arts from Amherst College. Brooke Skinner Ricketts, 40, is a director nominee. Ms. Skinner Ricketts serves as Chief Experience Officer at Cars.com (NYSE: CARS), a position she has held since 2019, where she oversees both product and marketing. Ms. Skinner Ricketts has developed deep expertise in marketing and has passion for the power of marketing to drive business growth, and the potential to leverage marketing, product, and technology as a complete value generating system. An operator through and through, Ms. Skinner Ricketts has led both business turnarounds and digital transformations. Prior to joining Cars.com in 2016, Ms. Skinner Ricketts was Head of Brand Strategy at Twitter from 2014 to 2016 and also held positions in marketing at SC Johnson/​FCB and Digitas, developing expertise that spans both branding and performance campaigns and strategies that include analytics, SEO, media, design, and product. Ms. Skinner Ricketts helped take Cars.com and HyreCar (Nasdaq: HYRE) public in 2017 and 2018, respectively, sits on HyreCar’s board of directors and contributes as a civic leader in her community, founding she100, and serving as a director of Cubs Charities and Housing Opportunities for Women. Ms. Skinner Ricketts has earned recognition as a member of Crain’s Chicago “Tech 50” and “40 Under 40” and as a member of The Chicago Network, Leadership Greater Chicago, and the Economic Club of Chicago. Ms. Skinner Ricketts holds a B.A. in Politics, Law and Society, and Art History from Bard College at Simon’s Rock. Christian Rudder, 45, is a director nominee. Mr. Rudder’s entrepreneurial endeavours date back over twenty years, when he joined as one of Mr. Yagan’s first teammates at SparkNotes. With Mr. Yagan, Mr. Rudder co-founded OkCupid, where he created its award-winning blog, developed novel new products, and introduced many business model innovations. Mr. Rudder served as the President of OkCupid from 2012 to 2015 after its acquisition by Match Group in 2011, driving its most prolific period of financial growth. In 2017, Mr. Rudder co-founded and led StellarX, a currency trading platform built on the Stellar universal 112 TABLE OF CONTENTS marketplace. In 2020, Mr. Rudder co-founded Archean Biologics, a company building a universal cure for the flu, and he also currently serves as a senior product advisor for Grindr, Inc. Throughout these experiences, Mr. Rudder has established himself as one of the industry’s most thoughtful and accomplished digital product leaders. Rounding out his talents, Mr. Rudder has toured the globe with his indie rock band, Bishop Allen; wrote a New York Times best-selling book, Dataclysm; and holds a B.A. in Mathematics with honors from Harvard College. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with Nasdaq’s corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Ms. Skinner Ricketts and Mr. Rudder, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Mr. Gamson, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Farsht and Mr. Yagan, will expire at our third annual meeting of shareholders. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Gamson, Ms. Skinner Ricketts and Mr. Rudder are “independent directors” as defined in Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor or an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers, directors or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers, directors or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in 113 TABLE OF CONTENTS connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team 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 Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. 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. Mr. Farsht, Ms. Skinner Ricketts and Mr. Rudder will serve on our audit committee. Our board of directors has determined that Ms. Skinner Ricketts and Mr. Rudder are independent under Nasdaq listing standards and applicable SEC rules. Mr. Farsht will serve as the Chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ​ • monitoring the independence of the independent registered public accounting firm; ​ • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ​ • inquiring and discussing with management our compliance with applicable laws and regulations; ​ 114 TABLE OF CONTENTS • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ​ • appointing or replacing the independent registered public accounting firm; ​ • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered