Our officers, directors and director nominees are as follows: Name Age Position Michael Lerch 50 Chairman Richard Chisholm 51 Chief Executive Officer and Director Adrian Brindle 53 Chief Financial Officer Kazuko Miyashita 52 Director Nominee Malcolm F. MacLean IV 51 Director Nominee Robert J. Valentine 70 Director Nominee Shigeo Kashiwagi 70 Director Nominee Takahiro Fushimi 29 Director Nominee Michael L. Lerch has served as our Chairman and as a member of our board of directors since inception. He has over 25 years of investment experience, specializing in capital markets and structured finance. Mr. Lerch is the Chief Investment Officer of ECM, serves in a similar role with Evolution, and serves as the director of various private funds and investment vehicles managed by ECM. Prior to founding ECM in 2002, he spent nearly a decade working for global investment banks in senior management and trading positions. Mr. Lerch graduated from Princeton University with a Bachelor of Arts in Politics. He was selected to serve as Chairman of our board of directors due to his 25-year career of investing in public and private markets, his experience managing capital for some of the world’s largest investors, and his current experience managing multiple investment teams and platforms within Evolution. Richard Chisholm has served as our Chief Executive Officer since inception and as a member of our board of directors since inception. Mr. Chisholm is the Chief Executive Officer of ECM, serves a similar role for Evolution, and is a director of various private funds and investment vehicles managed by ECM. Mr. Chisholm has been integrally involved in all facets of Evolution’s business and has spearheaded Evolution’s private equity transactions. Prior to joining ECM in 2005, Mr. Chisholm spent nearly a decade as “outside general counsel” to investment funds and private and public companies both domestically as well as in Asia while employed at the law firms Latham & Watkins and The Venture Law Group. Mr. Chisholm holds a Bachelor of Arts degree in Political Science from the University of Michigan and Juris Doctor from The University of California, Hastings, cum laude, where he was a member of the Hastings Law Review. Mr. Chisholm was selected to serve on our board of directors due to his considerable business leadership roles, mergers and acquisitions experience, and his extensive legal background in transaction structuring and documentation. Adrian Brindle has served as our Chief Financial Officer since inception. Mr. Brindle has served as part of the senior management team of Evolution since May 2004. In his current role of Chief Financial Officer, he has oversight of the finance and operations groups around the world and serves as a director of two regulated Evolution entities in Japan, Evolution Asset Management Co. Ltd. and EJS. Prior to joining Evolution, Mr. Brindle spent thirteen years in Japan, where he held senior management positions in the equity derivatives business units of several international banks such as JPMorgan Chase, C.I.B.C. and T.D. Group. Mr. Brindle holds a First Class BA (Hons) degree in Economics and Japanese Studies from The University of Sheffield with a First Class BA (Hons). Kazuko Miyashita will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Miyashita has substantial experience in finance and organizational management. She has served as the head of finance of numerous Evolution related business. These include Evolution Japan Asset Management Co. Ltd., where she has served as the head of finance and head of administration since January 2014, and as representative director since February 2020. From May 2012 to January 2018, Ms. Miyashita was the head of finance of eWarrant Japan Securities K.K., a former Evolution portfolio company. Ms. Miyashita joined Evolution in 2007, as the Senior Director of Evolution Japan Advisors K.K. Prior to joining Evolution, Ms. Miyashita accumulated over a decade of experience in the finance divisions of various private 99 Table of Contents asset managers and international investments banks such as Lehman Brothers and Societe General. She holds a Bachelor of Arts. in History from Keio University. Ms. Miyashita was selected to serve on our board of directors for her considerable expertise in corporate finance, securities transactions, and management. Malcolm F. MacLean IV will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. MacLean is the Founder, Managing Partner and Director of Star Asia Group, an investment management firm with offices in Tokyo and the U.S. Mr. MacLean is responsible for the day-to-day investment activities at Star Asia Group as co-Chair of its Investment Committee. Since its inception in December 2006, Star Asia Group and its affiliates have acquired over $8 billion of real estate and real estate related assets. Mr. MacLean is also the co-Founder of Taurus Capital Partners LLC, a privately held family office, which makes opportunistic investments in public and private companies, partnerships and other structured vehicles. Mr. MacLean has over 28 years of experience in the global investment business with a focus on the acquisition of private and public real estate debt and equity securities and direct property throughout Japan and non-Japan Asia, the United States and Europe, having structured and consummated over $20 billion of investments over his career. In addition, Mr. MacLean has extensive experience as lead manager in originating, structuring and executing equity, debt and M&A transactions for public and private real estate companies globally having advised in and completed transactions totaling in excess of $15 billion while an investment banker for eight years (1992-1999). Mr. MacLean holds a Bachelor of Arts in Economics and Law from Trinity College. Mr. MacLean was selected to serve on our board of directors for his extensive investment and deal structuring experience as well as his track record of investing in the U.S. and Japan. Robert J. Valentine will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since June 2013, Mr. Valentine has served as the Executive Director of Athletics for Sacred Heart University in Fairfield, Connecticut, USA. Mr. Valentine spent ten seasons in Major League Baseball, playing for the Los Angeles Dodgers, San Diego Padres, California Angels, New York Mets and Seattle Mariners during which time he played every position but pitcher. After this playing career, Mr. Valentine became a manager with terms as a manager of the Texas Rangers, New York Mets and Boston Red Sox with a total of 1,186 major league managerial victories. Mr. Valentine has also spent eight seasons coaching professional baseball in Japan for the Chiba Lotte Marines, a term that included the 2005 Japan Series Championship. Since 2020, Mr. Valentine has served on the board of directors of Revolution Co., Ltd. (TYO: 8894), a publicly listed real estate company affiliated with Mr. Lerch. Mr. Valentine attended the University of Southern California. Mr. Valentine was selected to serve on our board of directors due to his business accomplishments in the U.S. and Japan. Shigeo Kashiwagi will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Beginning in August 2017, Mr. Kashiwagi has served as an independent non-executive director of BuySell Technologies Company Ltd. (TYO:7685), and as a senior advisor to EJS. Mr. Kashiwagi has held numerous positions at the International Monetary Fund (the “IMF”), most recently representing the government of Japan as an executive director of the IMF from May 2004 to June 2007. In a career spanning multiple decades with the Ministry of Finance of Japan, Mr. Kashiwagi held such positions as the director-general of the Tokai Regional Finance Bureau, director of the Coordination Division of the Financial System Planning Bureau, and director of the Securities Market Division of the Securities Bureau. From June 2007 to March 2019, Mr. Kashiwagi taught graduate and undergraduate courses on domestic and international economics and economic policy making at Keio University. He has been a member of the Public Interest Oversight Board, the international body that oversees the standard setting process for global auditing standards, since March 2017. From June 2009 to June 2017, Mr. Kashiwagi was an independent non-executive director of Tokai Tokyo Financial Holdings Company Ltd. (TYO: 8616), where he at times served as a member of the audit and supervisory committee and advisory committee on nominations and compensation. Mr. Kashiwagi holds a Bachelor of Arts in Economics from Keio University and a Master in Public Affairs from Princeton University. Mr. Kashiwagi was selected to serve on our board of directors for his extensive experience as a policy maker in the Japanese government, his background as an independent non-executive board member of Japanese publicly listed companies, and his standing in international organizations. Takahiro Fushimi will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since October 2016, Mr. Fushimi has been an executive director of C4 Capital for New Commons, a firm that focuses on social impact investing. In January 2020, Mr. Fushimi 100 Table of Contents founded ICHI Commons Co. Ltd., a Japanese start-up that aims to use location-based technology to bring individuals and organizations together to address societal issues and is its representative director. From April 2014 to September 2016, Mr. Fushimi was a member of the financial management program of General Electric Company’s (NYSE: GE) operations in Japan. From 2017 to 2019, he was a Vice President at EJS. Mr. Fushimi holds a Bachelor of Arts in Law from Keio University. He was selected to join the board of directors for his notable insight into the technology industry and ties with private technology companies and leading organizations in Japan. Number and Terms of Office of Officers and Directors We will have seven 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 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. The term of office of the first class of directors, consisting of Messrs. Valentine and MacLean, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ms. Miyashita, Mr. Fushimi and Mr. Kashiwagi, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Lerch and Chisholm will expire at the third annual meeting of stockholders. 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 officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries 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. 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 Messrs. MacLean, Fushimi, Valentine and Kashiwagi 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 has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. 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 payments, 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 identifying and consummating an 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials 101 Table of Contents furnished to our stockholders in connection with a proposed initial 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 initial 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 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 Our board of directors will have two standing committees: an audit committee and a compensation 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, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Messrs. Kashiwagi, Fushimi and MacLean will serve as members of our audit committee, and Mr. MacLean will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Kashiwagi, Fushimi and MacLean meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. MacLean qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 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 engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • 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 registered public accounting firm’s internal quality-control procedures, (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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; 102 Table of Contents • 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 accounting 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 an