Our officers and directors are as follows: Name Age Position Jonathan (Joe) Poulin 39 Chief Executive Officer and Chairman of the Board of Directors Vicky Bathija 36 Executive Vice President and Chief Financial Officer Mark J. Coleman 62 Executive Vice President and General Counsel Peter Kern 53 Director Chris Arsenault 49 Director Patrick Pichette 58 Director Martha Tredgett 54 Director Greg Greeley 57 Director Jonathan (Joe) Poulin has served as our Chief Executive Officer and the Chairman of our board of directors since February 2021. Mr. Poulin has served as Founder and Managing Partner of JPK Capital Management, Inc., his family office, since 2017. Previously, Mr. Poulin was Vice President of Airbnb’s global luxury business from February 2017 to 2019. Prior to that, he served as the President and Chief Executive Officer of Luxury Retreats International Holdings, Inc., which he founded in 1999, until its sale to Airbnb, Inc. in February 2017. Mr. Poulin serves as Chairman of the board of directors for Insurance Corporation of Barbados Limited and is on the board of advisors of Wheels Up. Mr. Poulin was selected as our Chief Executive Officer and the Chairman of our board of directors due to his significant leadership, investing and operating experience in the technology and technology-enabled industries. Vicky Bathija has served as our Executive Vice President and Chief Financial Officer since February 2021. Mr. Bathija has fourteen years of investment banking, private equity and operating experience. Prior to joining JPK Capital in March 2020, Mr. Bathija was Head of Hospitality at Airbnb, Inc.’s luxury division where he led a global operations team and worked closely with product, engineering, design, and data science teams to drive scale and efficiency. Prior to joining Airbnb, Inc., from 2015 to 2017, Mr. Bathija was EVP, Corporate Development & Investor Relations at Hemisphere Media Group, Inc. and was responsible for identifying investment opportunities as well as managing all capital markets activities and investor relations policies. Prior to joining Hemisphere, from 2008 through 2015, Mr. Bathija was employed at InterMedia Partners VII, LP (a private equity fund), most recently as Vice President and was responsible for evaluating potential new investments, all aspects of deal execution and oversight of existing portfolio companies. Prior to joining InterMedia Partners VII, LP, Mr. Bathija was an investment banker in the Healthcare group at Bank of America in New York, where he provided capital raising and advisory services to a broad range of public and private healthcare clients. Mr. Bathija serves on the board of directors of Insurance Corporation of Barbados Limited. Mr. Bathija holds a B.S. from the Leonard N. Stern School of Business at New York University and is a CFA® charterholder. Mark J. Coleman has served as our Executive Vice President and General Counsel since February 2021. Mr. Coleman has served as General Counsel to JPK Capital Management, Inc. since February 2017 and Executive Vice President and General Counsel to InterMedia Advisors LLC since 2005. Mr. Coleman was Executive Vice 130 Table of Contents President and General Counsel of Trine Acquisition Corp. from March 2019 to January 2021. Mr. Coleman is also an Executive Vice President and General Counsel of the fund that manages the controlling shareholder of Hemisphere Media Group, Inc. Previously, Mr. Coleman was Executive Vice President and General Counsel of The YES Network, the regional sports network home of the New York Yankees, which he co-founded in June 2001. Prior to YES, Mr. Coleman was Executive Vice President and General Counsel at GlobalCenter Inc., a Silicon Valley-based internet services and web-hosting company. Previously, from June 1998 to December 1999, Mr. Coleman was a Senior Partner at Orrick, Herrington & Sutcliffe LLP, prior to which he was a Partner at Pillsbury Madison & Sutro LLP, which he joined in 1984. Mr. Coleman serves on the board of directors of TILT Holdings Inc. and on the board of trustees of the Queens Museum. He has a J.D. from the University of California, Berkeley and a B.A. from Pomona College. Peter Kern has served as a director on our board of directors since February 2021. Mr. Kern is the Vice Chairman and Chief Executive Officer of Expedia Group, Inc. Mr. Kern has been a director of Expedia Group, Inc. since the completion of the Expedia Group, Inc. spin-off from IAC in 2005 and has served as Vice Chairman of Expedia Group, Inc. since June 2018. Previously, Mr. Kern was CEO of Tribune Media Company from March 2017 to September 2019. In addition, he was Managing Partner of InterMedia Partners VII, LP, a private equity fund. Prior to joining InterMedia, Mr. Kern was Senior Managing Director and Principal of Alpine Capital LLC. Prior to Alpine Capital, Mr. Kern founded Gemini Associates in 1996 and served as President from its inception through its merger with Alpine Capital in 2001. Prior to founding Gemini Associates, Mr. Kern was at the Home Shopping Network and Whittle Communications. Mr. Kern had served on the board of directors of Tribune Media Company from October 2016 until its sale to Nexstar Media Group, Inc. in 2019, as Chairman of the board of directors of Hemisphere Media Group, Inc., a publicly-traded Spanish-language media company, since April 2013, and as a member of supervisory board of trivago N.V., a majority-owned subsidiary of Expedia Group, Inc., since 2016. Mr. Kern also serves on the boards of several private companies. Mr. Kern holds a B.S. degree from the Wharton School at the University of Pennsylvania. Mr. Kern was selected as a director on our board of directors due to his significant leadership and operating experience in the technology and technology-enabled industries. Chris Arsenault has served as a director on our board of directors since February 2021. Mr. Arsenault co-founded Inovia Capital in 2007 and leveraged his entrepreneurial instincts to not only shape the culture of the firm, but also its vision and path forward which led to the inception of Inovia Capital’s growth funds. He currently serves as a director on the boards of AppDirect, Inc, Poka Inc., Wise Travel Technologies Inc., Groupe Dynamite Inc. and previously served on a number of other boards, including Lightspeed POS Inc. (until its IPO), Luxury Retreats International Inc. (acquired by Airbnb, Inc. in 2017), Reflex Photonics, Inc. (acquired by Smiths Interconnect Group Limited in 2019), and Well.ca (acquired by McKesson Corporation in 2017). Mr. Arsenault is also a board member of Montreal Heart Institute Foundation, and of Forum AI Québec (part of the Quebec Supercluster for Artificial Intelligence), and a Charter Member of Silicon Valley based The C100. Mr. Arsenault was selected as a director on our board of directors due to his significant leadership experience in finance and the technology and technology-enabled industries. Patrick Pichette has served as a director on our board of directors since February 2021. Mr. Pichette has served as a Partner at Inovia Capital since April 2018, leading the firm’s European operations from its London, UK offices. Mr. Pichette was named the Chairman of Twitter, Inc. in 2020 and served as the lead independent director from 2018 to 2020 and a director since 2017. Previously, Mr. Pichette served as the Chief Financial Officer of Google Inc. from 2008 to 2015. Mr. Pichette also serves as the Chairman of the board of directors of Lightspeed POS Inc., is a director of Hopper Inc. and GoForward, Inc., and is a founding member of the Oxford University Creative Destruction Lab, an early stage incubator hosted at the Saïd Business School. Mr. Pichette was selected as a director on our board of directors due to his significant leadership experience in the technology and technology-enabled industries. 131 Table of Contents Martha Tredgett has served as a director on our board of directors since February 2021. Ms. Tredgett is a Managing Partner of BFIN, which she joined in October 2020 to lead the Private Capital Advisory coverage within Canada. Ms. Tredgett joined BFIN after working with LGT Capital Partners, a provider of alternative investment solutions. Previously, she served as a Managing Director for a division of Bear Sterns/J.P. Morgan in Toronto. Earlier in her career, Ms. Tredgett worked as a Director and Vice President in Institutional Equities at UBS and Credit Suisse First Boston respectively, in London, Paris & New York. Ms. Tredgett earned a post-graduate degree in Business (D.B.S.) in 1990 from the London School of Economics and a Bachelor of Commerce in International Business from McGill University in 1989. Ms. Tredgett is currently serving on the Investment Committee of the Royal Ontario Museum and the Investment Committee for the Canada Council for the Arts. Ms. Tredgett was selected as a director on our board of directors due to her significant leadership experience in finance. Greg Greeley has served as a director on our board of directors since February 2021. Mr. Greeley has been the president and COO of Opentrons and Chairman, Marketplace of Wheels Up since January 2021. Mr. Greeley was President of Airbnb Homes from March 2018 until July 2020, overseeing all aspects of the Homes & Stays business. From 1999 to 2018, Mr. Greeley served various roles at Amazon.com, Inc. including overseeing: the Global Prime program, International Expansion, the European consumer and marketplace businesses, Worldwide Media (books, music, video, software and video games), and GlobalWorldwide Retail & Marketing Finance. Prior to Amazon, Mr. Greeley held leadership positions at Sun Microsystems, United Airlines, and McDonnell Douglas. He holds an M.B.A. from UC Berkeley’s Haas School of Business, an M.S. in Systems Management from the University of Southern California, and a B.S. in Engineering from the University of Washington. Mr. Greeley was selected as a director on our board of directors due to his significant leadership and operating experience in the technology and technology-enabled industries. Number and terms 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. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of [ ], will expire at our first annual general meeting. The term of office of the second class of directors, consisting of [ ], will expire at our second annual general meeting. The term of office of the third class of directors, consisting of [ ], 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. 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 appointment 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 provide that our officers may consist of one or more 132 Table of Contents 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 The NYSE listing standards require that a majority of our board of directors be independent. Our board of directors has determined that each of [ ] are “independent directors” as defined in the NYSE 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 the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space and secretarial and administrative services provided to us in an amount not to exceed $20,833 per month. In addition, our sponsor, executive officers and 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 or 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 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. 133 Table of Contents 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 the NYSE 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 the NYSE 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. [ ] will serve as members of our audit committee. Our board of directors has determined that each of [ ] is independent under the NYSE listing standards and applicable SEC rules. [ ] will serve as the Chairman of the audit committee. Under the NYSE 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; • 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 auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and • reviewing and approving al