Our officers, directors and director nominees are as follows: Name Age Position Lee Einbinder 60 Chief Executive Officer and Director Howard Kurz 63 President and Director Steven Handwerker 32 Chief Financial Officer Robert Matza 64 Director Nominee David Smilow 58 Director Nominee Val Soranno Keating 57 Director Nominee Michael Vaughan 45 Director Nominee Lee Einbinder, our Chief Executive Officer and a Director since inception, has over 30 years’ experience as an M&A and capital markets advisor to financial services and FinTech companies. He is Chief Executive Officer and a Director of FinServ I. Previously, until 2019, Mr. Einbinder was a Vice Chairman at Barclays responsible for senior client relationships across the financial services industry, including banks, specialty finance, financial technology, asset management and financial sponsors. Mr. Einbinder was at Barclays since the acquisition of Lehman Brothers in 2008, and during that time was also co-Head of the Financial Institutions Group and a member of the Investment Banking Operating Committee. Prior to joining Barclays, Mr. Einbinder worked at Lehman Brothers from 1996 to 2008, where he was Head of the Specialty Finance group and founded the Financial Technology group. He previously worked in similar capacities at CS First Boston and Salomon Brothers. Mr. Einbinder is expected to serve as a Director of Katapult upon the closing of the business combination with FinServ I. He received his MBA with Distinction from the Wharton School and his BSE cum laude from Princeton University. We believe Mr. Einbinder is well qualified to serve as one of our directors due to his extensive finance and investment experience. Howard Kurz, our President and a Director since inception, has over 30 years’ experience as a successful institutional investor and asset manager. Mr. Kurz was the founder and has been serving as the Chief Executive Officer of Lily Pond Capital Management LLC (“LPCM”), an alternative investment manager headquartered in New York since 2001. Most recently, LPCM was the investment manager of a Private Equity Fund (Lilypad Investors I) which provided early stage operating capital and expertise to an array of alternative investment management firms. Before founding LPCM, from 1997 to 2000, Mr. Kurz was Managing Director and Head of North American Financial Markets at The Royal Bank of Scotland Plc. Additionally, he was responsible globally for Foreign Exchange, Emerging Markets, and principal investments and was a senior member of the division’s Executive Committee. Prior to RBS, Mr. Kurz was a Managing Director at Lehman Brothers where he headed the Multi-Markets Proprietary Trading unit. He is President, Chief Financial Officer and a Director of FinServ I. He received his BA from University of Pennsylvania. We believe Mr. Kurz is well qualified to serve as one of our directors due to the breadth and depth of his experience in the finance, banking and investment industries. Steven Handwerker, our Chief Financial Officer since inception, has served as a consultant for FinServ I, and has been extensively involved in all aspects of its business and operations. Mr. Handwerker previously spent more than 10 years investing in and covering the financial services and FinTech industries. Before joining FinServ I as a Consultant in 2019, from 2013 to 2017, he was an Analyst on two of Citadel’s Equity Long/Short Hedge Fund platforms, Surveyor Capital and Aptigon Capital, covering companies within financial technology, payments, insurance, and other financial sub-sectors. Prior to Citadel, Mr. Handwerker was an Investment Banking Analyst in Barclays’ Financial Institutions Group from 2010 to 2013. He received his BBA from Emory University. Robert Matza, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, retired as President, Partner and member of the Executive Committee of GoldenTree in 2019 after almost 14 years at the firm. Mr. Matza joined GoldenTree in 2006 and managed GoldenTree’s business management infrastructure, which provides operational support to GoldenTree’s investment products and client franchise. During his time at GoldenTree, Mr. Matza was part of the senior management team that oversaw significant growth in assets under management (from approximately $7 billion to over $30 billion), long only and alternatives (private equity and hedge funds), product lines and personnel. Prior to GoldenTree, Mr. Matza served as President 109 Table of Contents and Chief Operating Officer of Neuberger Berman, Inc., as well as a member of its Board of Directors and Executive Committee, and following its acquisition by Lehman Brothers, a member of Lehman Brothers’ Management and Investment Committees. He joined Neuberger Berman in 1999 as a Principal, and led the team that successfully completed the initial public offering of Neuberger Berman in November of that same year. Between 2000 and 2003, he negotiated and completed several acquisitions and lift outs. In 2003, Mr. Matza negotiated the $2.6 billion sale of the company to Lehman Brothers. Assets under management grew from approximately $55 billion to over $107 billion from the time that Mr. Matza joined Neuberger Berman, until he left at the end of 2005. Mr. Matza’s industry experience prior to 1996 includes 16 years with Lehman Brothers and its predecessor companies, where he last served as Managing Director, Chief Financial Officer and a member of the Operating and Investment Committees. In 1996, he joined Travelers Group as its Treasurer and became Deputy Treasurer of Citigroup after Travelers and Citicorp merged in 1998. While at Citigroup, he served on the Finance, Investment and Merger & Acquisition Committees. He began his professional career at Coopers and Lybrand. Mr. Matza currently serves on the Board of Managers (as well as audit and compensation committees) of AG Artemis Holding LP, the holding company of Advisor Group Inc., a privately owned network of independent broker-dealers that was purchased by a private equity firm for $2.3 billion in 2019. He is also serving as a Senior Advisor to Algorand, a blockchain company focused on the commercialization of the secure blockchain to transact for global institutions. Mr. Matza is a member of the Dean’s Advisory Board and the Board of the Center for Institutional Investment Management of the University at Albany’s School of Business. Mr. Matza earned his bachelor’s degree from the State University of New York at Albany, his MBA in Finance from New York University and he is a Certified Public Accountant. We believe Mr. Matza is well qualified to serve as a Director due to his asset management, investment and mergers and acquisition experience in the financial industry. David Smilow, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, has over his career managed portfolios of alternative fixed income assets and secured investments, including railcars, real estate securities, and distressed assets. He has also sponsored and been an officer or director of numerous related start-up companies. Mr. Smilow is a founder and partner of ITE Management, which manages roughly $1.5 billion invested in transportation assets. From 2006 to the present, he has been Founder and Managing Partner at D.Aaron Asset Management, a venture capital and angel investing platform. From 2001 to 2011, Mr. Smilow was the Founder and Chairman of Jefferson National Financial (“JNF”), an insurance company offering variable annuity and other retirement products. Mr. Smilow oversaw investment activities and strategic planning for JNF, which is now part of 1st Nationwide. In addition, Mr. Smilow was the Founder, Chairman, Chief Executive Officer and Chief Information Officer of TeleBanc (now E*Trade Bank) from 1989 to 2001. Under his direction, TeleBanc became among the largest Internet banks worldwide before its sale to E*Trade in 1999. Prior to founding TeleBanc, Mr. Smilow was a fixed income portfolio manager and trader at Goldman Sachs and Drexel Burnham Lambert. He has also taught and lectured at Harvard Business School, New York University, and The Johns Hopkins University. Mr. Smilow holds a bachelor’s degree in Economics from The Johns Hopkins University and an MBA from Harvard Business School. We believe Mr. Smilow is well qualified to serve as a Director due to his asset management, investment and operational experience in the financial and FinTech industry. Val Soranno Keating, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, has been senior advisor to a number of private equity firms in the U.S. and Europe since 2017 as Chief Executive Officer of Sagamore Group LLC, a private equity consulting firm. From 2009 through 2015, she was a member of the Group Executive Committee and the Chief Executive Officer of Barclaycard, the global payments division of Barclays. Before joining Barclays, Ms. Soranno Keating held a variety of executive positions and was a member of the Global Management Team at American Express Company (NYSE:AXP) from 1993 through 2009 including President, Travelers Cheques & Prepaid Services, Executive Vice President Global Commercial Services, Executive Vice President Global Merchant Services, Emerging Global Businesses & Network Expansion, and Vice President Corporate Strategic Planning. Prior to that, she was a management consultant at AT Kearney, Inc. from 1985 through 1991, and at the Amherst Group Limited from 1991 through 1993. Ms. Soranno Keating has served on a number of boards over the course of her career, including American Express Incentive Services from 2001 through 2007, Travelers Cheques Associates Ltd. from 2002 through 2007, Harbor Payments, Inc. from 2008 through 2009, Barclays Bank of Delaware as Chairman of the Board from 2010 through 2015, Visa Europe from 2011 through 2015, Apexx Fintech Limited from 2017 to 2020, Engage People Inc. since 2018, OneMain Holdings, Inc. (NYSE:OMF) since 2018 and CPI Card Group, Inc. (OTCQX: PMTS) since 2018. She holds a bachelor’s degree in Finance and Business Administration from the Lehigh University College of Business. We believe Ms. Soranno Keating is well qualified to serve as a Director due to her operational and consulting experience in the financial industry. 110 Table of Contents Michael Vaughan, who will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms part, has since 2019 been a Venture Partner at Oak HC/FT, a healthcare and fintech venture capital fund, where his focus is on investing in and advising growth-stage fintech businesses. Previously he served from 2011 to 2019 as Chief Operating Officer at Venmo, a mobile payments system owned by PayPal (NASDAQ:PYPL) since 2013. As one of Venmo’s earliest employees, he helped lead the company from its Series A funding round in 2011 through two strategic acquisitions. Prior to Venmo, Mr. Vaughan played a pivotal role in growing innovative companies in the wireless space, financial services industry and event ticketing market. He holds a bachelor’s degree in Economics from The Wharton School at the University of Pennsylvania. Since 2019, he has served on the board of Stem Disintermedia Inc., an arts royalty and payments platform, and since 2020 he has served on the board of CIBO, an agricultural technology platform. We believe Mr. Vaughan is well qualified to serve as a Director due to his operational experience with early- and growth- stage FinTech companies as well as his venture capital experience. FinServ I Certain members of our management team, including our Chief Executive Officer and President, currently serve as executive officers and/or directors and/or or consultants of FinServ I, a blank check company which raised $250 million in its initial public offering in November 2019. In December 2020, FinServ I announced the signing of a definitive agreement to acquire Katapult Holding, Inc. (“Katapult”), a point-of-sale ecommerce FinTech company which provides purchase options for nonprime customers. The transaction is currently expected to close in the second quarter of 2021. Number and Terms of Office of Officers and Directors We will have six (6) directors upon completion of this offering. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. 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 Mr. Smilow and Mr. Vaughan, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Mr. Matza and Ms. Soranno Keating, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Einbinder and Kurz, 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, a 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. Matza, Vaughan, Smilow and Ms. Soranno Keating 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. 111 Table of Contents We may pay our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination, which may be paid from the proceeds held in the trust account upon consummation of an initial business combination. These individuals and entities 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, officers or directors, advisors 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, officers or directors 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 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. Matza and Smilow and Ms. Soranno Keating will serve as members of our audit committee, and Mr. Matza 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. Matza and Smilow and Ms. Soranno Keating 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 each of the audit committee members 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-app