Our officers and directors are as follows: Name Age Position Roy Kuan 54 Chief Executive Officer, Chairman of the Board Norimitsu Niwa 50 Chief Operating Officer, Director Catherine Kwok 38 Chief Financial Officer Gary Chan 53 Independent Director Goodwin Gaw 50 Independent Director Roy Kuan, 54, serves as our Chief Executive Officer and has 25 years of private equity experience in Asia. Mr. Kuan currently is a private investor across a variety of asset classes and serves on the boards or advisory boards of several private and public companies across the TMT, consumer, and industrial sectors in Asia. Mr. Kuan previously served as a Managing Partner at CVC Capital Partners (“CVC”), a global private equity firm from 1999 to 2020. He was a Co-Founder of CVC’s Asian private equity business, served on the firm’s Asian Investment and Portfolio Committees, and was also a member of CVC’s Board of Directors. Prior to CVC, Mr. Kuan was an Investment Director at Citigroup’s Asian private equity investment division from 1996 to 1999. During his private equity career, Mr. Kuan participated in 23 investments across the Target Sectors, with a total equity investment amount of $3.1 billion and achieved $7.9 billion in total realized value. Mr. Kuan has also been involved in 10 IPOs in the region. Mr. Kuan’s selected investments in the Target Sectors include TechnoPro Holdings (R&D staffing, Japan), Hong Kong Broadband Network (broadband services, Hong Kong), Arteria Networks (enterprise data communications, Japan), Infastech (technology components, Asia), Haitai Confectionery (snack products, South Korea), CJ CGV (cinemas, South Korea) and 39 Home Shopping (media commerce, Korea). Mr. Kuan currently serves as a director or advisory board member of several other companies in the Target Sectors, including eBroker (online wealth management, China), Food Union Enterprises (dairy products, Asia and Europe) and Point Avenue (education technology, Southeast Asia). Mr. Kuan received his MBA degree from the Wharton School, University of Pennsylvania. He earned his B.A. degree from Georgetown University, where he was a George F. Baker Scholar. Mr. Kuan is based in Hong Kong. Norimitsu Niwa, 50, serves as our Chief Operating Officer and has 19 years of private equity and principal investments experience. Previously, Mr. Niwa was the Head of Strategic Investments at Prored Partners from 2019 to 2020, where he founded and developed the principal investment arm of a TSE-listed consulting firm. Prior to Prored Partners, Mr. Niwa was a Senior Managing Director at CVC in Japan from 2007 to 2017. During the course of his investment career, he has completed 6 investments with a total equity investment amount of $1.6 billion and 5 add-on acquisitions. Mr. Niwa was also involved in 3 IPOs in Japan. Mr. Niwa was a deal team member in the following deals in the Target Sectors in Japan, including BellSystem24 (contact centers), Nikko Asset Management (financial services), Genesis Technology (semiconductor testing) TechnoPro Holdings, Arteria Networks and HITOWA Holdings (senior care, nursery and household cleaning services). Mr. Niwa received an MBA with Distinction from London Business School and a B.A. from Hitotsubashi University. Mr. Niwa is based in Japan. Catherine Kwok, 38, serves as our Chief Financial Officer. Ms. Kwok previously worked in Maples Fund Services (Asia) and Sovereign Trust (Hong Kong) as Finance Manager and Finance Director respectively. Prior to these companies, she worked in KPMG in their audit practice. Ms. Kwok received a BBA in Accountancy from the Hong Kong University of Science & Technology. Ms. Kwok is based in Hong Kong. Gary Chan, 53, serves as one of our independent directors. Mr. Chan is an Asian financial markets veteran and brings an exceptional track record of originating proprietary transactions. He is Co-Founder and Managing Partner of Sangyo Sosei Advisory, a TMT-focused independent boutique investment bank in Japan. Sangyo 166 Table of Contents Sosei Advisory was the merger & acquisition advisor to CVC on its investment in Arteria Networks. Prior to co-founding Sangyo Sosei Advisory in 2009, Mr. Chan was a Managing Director at UBS Japan from 1995 to 2009, where he held various leadership roles including the Head of Japan Telecommunications Investment Banking, Head of Japan Financial Sponsors Coverage, and Head of Japan General Industry Group. Prior to investment banking, he was an Institutional Investors-ranked research analyst and served as the Head of Asia Telecommunications Research as well as the Head of Hong Kong and China Research. Mr. Chan received a B.A. from UC Berkeley. Mr. Chan is based in Japan. Goodwin Gaw, 50, serves as one of our independent directors. Mr. Gaw is a renowned property investor with over 20 years of real estate investment and management experience across the United States and Asia. He is presently the Co-Founder and Chairman of Gaw Capital, a global real estate private equity firm. Mr. Gaw is also the Vice Chairman of Pioneer Global Group, a property investment company listed on the Stock Exchange of Hong Kong since 1994. Additionally, he is also the Founder and President of Downtown Property Holdings, a private real estate investment company with interest in commercial properties in the United States. Mr. Gaw received a B.S. in Civil Engineering from the University of Pennsylvania, a B.S. in Economics from The Wharton Business School at the University of Pennsylvania, and an M.S. from Stanford University. Mr. Gaw is based in Hong Kong. Investment Advisors Tim Li, 41, serves as our Senior Investment Advisor and has 17 years of investment and transactional experience across technology, healthcare, financial services, logistics, and consumer sectors in Asia. Mr. Li is a Co-Founder and Managing Partner of Inspiration Capital Partners, a middle market private equity investment firm in China. Previously, Mr. Li was a Partner at Goldman Sachs Principal Investment Area in Hong Kong from 2006 to 2018. Prior to joining Goldman Sachs, Mr. Li was an investment banker in the Health Care Group and Financial Institutions Group at Deutsche Bank from 2002 to 2005. During the course of his career, Mr. Li has completed 11 investments with a total equity investment amount of $1.6 billion. Mr. Li was also involved in 3 IPOs in the region. Mr. Li has served as a board member or was an investment team member in numerous China investments including Anhui Kouzi (spirits), Henan Songhe (wines), Ascletis Pharma (antiviral drugs), Venus MedTech (cardiovascular devices), Taikang Insurance Group (insurance), Qingdao Gooday Logistics (logistics services). Mr. Li received a B.S. in Economics from The Wharton School at the University of Pennsylvania. Mr. Li is based in Hong Kong and China. Difei Cheng, 39, serves as our Investment Advisor and has 15 years of investment and transactional experience in Asia. Ms. Cheng was most recently a Director at CVC in China from 2011 to 2021. During the course of her career, Ms. Cheng has completed 5 investments with a total equity investment amount of $1.0 billion. Ms. Cheng was also involved in 2 IPOs in the region. Ms. Cheng was a deal team member in the following deals in the Target Sectors across North Asia, including Nien Made (window coverings products, Taiwan), DaNiang Dumplings (fast food restaurants, China), EIC Education (educational counselling services, China), RKE International (expressway operator, China) and Sheshido (skincare, Japan). Nien Made was a CVC portfolio company that realized a 2.4x multiple on invested capital return (“MOIC”). Ms. Cheng worked at General Electric and Macquarie before joining CVC. Ms. Cheng received a B.A. from Yale University. Ms. Cheng is based in China. Yonghi Li, 37, serves as our Investment Advisor and has 14 years of investment and strategy consulting experience in Asia. Mr. Li is currently Chief Strategy Officer at LILI SG, a technology company focusing on local women’s fashion in Southeast Asia. Prior to this, Mr. Li was a Director at CVC in Korea and Singapore from 2011 to 2020. During the course of his career, Mr. Li has completed 3 investments with a total equity investment amount of $0.7 billion. Mr. Li was also involved in 2 IPOs in the region. Mr. Li was a deal team member in the following deals in the Target Sectors across Korea and Southeast Asia, including SPi Global (business process outsourcing, the Philippines), Siloam International (hospitals, Indonesia), and Matahari 167 Table of Contents (department stores, Indonesia). Mr. Li worked at McKinsey and Credit Suisse before joining CVC. Mr. Li received a B.A. from Seoul National University. Mr. Li is based in Singapore. Edward Chen, 44, serves as our SPAC Advisor and has 13 years of investment experience in the SPAC market. Mr. Chen is the Founder and Managing Partner of Carnegie Park Capital LLC, a firm whose team has invested in SPACs since 2008. Previously, Mr. Chen was a Portfolio Manager at Water Island Capital LLC from 2013 to 2021. Prior to joining Water Island Capital, Mr. Chen was at Jefferies & Company, where in his last role as Managing Director within the firm’s Global Event Driven Strategies group, he was responsible for conducting research due diligence of announced mergers and acquisitions, spin-offs, tenders and bankruptcy exits while managing a proprietary portfolio of event-driven investments. Mr. Chen worked at Citigroup Global Markets before joining Jefferies. Mr. Chen received an MBA from the MIT Sloan School of Management and a B.S.E. from the University of Pennsylvania. Mr. Chen is based in the United States. Management Employees Chia Min Lee, 25, serves as an Investment Analyst. Mr. Lee received a BSc in Global Economics and Finance from The Chinese University of Hong Kong. Leo Chan, 23, serves as an Investment Analyst. Mr. Chan received a BSc in Risk Management & Business Intelligence from the Hong Kong University of Science & Technology. Operating Advisors Max He, 31, has 8 years of operating experience, particularly as an entrepreneur in the financial technology sector in Asia. Mr. He is currently the Founder and Chief Executive Officer of eBroker since 2015, an online marketplace for China consumers to access overseas insurance and financial products. Prior to founding eBroker, he was a private banker at Morgan Stanley from 2012 to 2013. Mr. He received a B.A. from The Wharton School at the University of Pennsylvania. Mr. He is based in China. Danny Hwang, 36, has 12 years of operating experience, primarily as an entrepreneur in the education sector. Mr. Hwang is currently the Co-Founder and the Chief Executive Officer of Point Avenue since 2018, a private education technology company offering K-12 educational services in Southeast Asia. Prior to co-founding Point Avenue, Mr. Hwang was a Managing Director at EIC Education from 2014 to 2017, a leading provider of overseas educational services in China. EIC Education was a CVC portfolio company that realized an MOIC of 2.0x and an internal rate of return (“IRR”) of approximately 33%13. Mr. Hwang was the Co-Founder and COO of New Pathway Education & Technology Group, an education company in China from 2009 to 2014. Mr. Hwang received a B.S. from the United States Military Academy at West Point. Mr. Hwang is based in Vietnam. Samuel Hwang, 37, has 12 years of operating experience, primarily as an entrepreneur in the education technology sector. Mr. Hwang is currently the Co-Founder and the Chief Technology Officer of Point Avenue since 2018. Prior to co-founding Point Avenue, Mr. Hwang was the Chief Technology Officer of EIC Education from 2014 to 2017, a leading provider of overseas educational counselling services in China. EIC Education was a CVC portfolio company that realized an MOIC of 2.0x and an IRR of approximately 33%14. Mr. Hwang co-founded New Pathway Education & Technology Group and was the Chief Executive Officer from 2009 to 2014. Mr. Hwang received a B.S. and an M.S. from the Massachusetts Institute of Technology. Mr. Hwang is based in South Korea. 13 MOIC and IRR are calculated in United States Dollar . 14 MOIC and IRR are calculated in United States Dollar. 168 Table of Contents Jun Kawakami, 57, has 33 years of operating experience, particularly in the technology and healthcare sectors. Mr. Kawakami is currently a Senior Advisor to the Carlyle Group. Prior to that, Mr. Kawakami served as the CEO and President of Arteria Networks from 2017 to 2020. Arteria Networks was a CVC portfolio company that realized an MOIC of 2.4x and an IRR of approximately 28%.15. He also formerly served as CEO and President of General Electric Healthcare Japan from 2011 to 2016. He also held other senior management roles during his time at General Electric. Prior to that, Mr. Kawakami was also previously a management consultant at Booz Allen & Hamilton. Mr. Kawakami received a B.A. from the University of Tokyo and an MBA from Kellogg School of Management at Northwestern University. Mr. Kawakami is based in Japan. Maulik Parekh, 51, has 25 years of operating experience, particularly as a senior executive in the technology sector. Mr. Parekh is currently an Advisor to Inspiro, an outsourcing specialist based in the Philippines, and previously was CEO from 2016 to 2020. Prior to Inspiro, Mr. Parekh served as a board member of SPi Global Holdings from 2016 to 2017, a leading provider of content outsourcing services based in the Philippines, and held the role of CEO and President from 2009 to 2016. SPi Global was a CVC portfolio company that realized an MOIC of 2.6x and an IRR of approximately 36%16. Mr. Parekh was also Executive Vice President of TeleTech from 2006 to 2009, and Director of Outsourcing and Offshoring Customer Service at Dish Network from 2001 to 2005. Mr. Parekh received an MBA from the Thunderbird School of Global Management. Mr. Parekh is based in Singapore and the Philippines. Randy Teo, 60, has 23 years of operating experience, primarily in investments and strategy. Mr. Teo is currently the Managing Partner at T3each Global Ventures, a family office focusing on impact investing within the health and education sectors. Prior to this, Mr. Teo was the Co-Head of Platinum Equity’s team in Singapore from 2013 to 2017 where he was responsible for establishing the firm’s Asia practice, sourcing and executing private equity investments. Mr. Teo also has a wealth of operating and business development experience and previously held numerous senior executive roles at Stanley Black & Decker (President of Global Industrial), Infastech (CEO and President), Acument Global Technologies (President of Asia Pacific) and Textron Asia (President of Asia Pacific). Infastech was a CVC portfolio company that realized an MOIC of 2.8x and an IRR of approximately 47%17. Mr. Teo received an MBA from the University of Hull. Mr. Teo is based in Singapore. William Yeung, 60, has 30 years of operating experience, particularly as a senior executive in the telecommunications and technology sector. Mr. Yeung currently serves as Executive Vice-Chairman of Hong Kong Broadband Network (“HKBN”), a Hong Kong-based telecommunication and enterprise IT services company since 2018. HKBN was a CVC portfolio company that realized an MOIC of 3.6x and an IRR of approximately 63%18. Mr. Yeung joined HKBN in 2005 as COO and became the CEO in 2008. In addition, he also serves as Executive Chairman of Home+, a Hong Kong-based e-commerce platform launched by HKBN in 2020. Prior to HKBN, he served as a Director of SmarTone from 1996 to 2005. Mr. Yeung received a B.A. from Hong Kong Baptist University, an M.S. from The University of Hong Kong and an MBA from the University of Strathclyde. Mr. Yeung is based in Hong Kong. Number and Terms of Office of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of seven members and be 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 general meeting) serving a three-year term. In accordance with 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 NYSE. The term of office of the first class of director, consisting of Goodwin Gaw, will expire at our first 15 MOIC and IRR of Arteria Networks are calculated in Japanese Yen. 16 MOIC and IRR are calculated in United States Dollar. 17 MOIC and IRR are calculated in United States Dollar. 18 MOIC and IRR are calculated in United States Dollar. 169 Table of Contents annual general meeting. The term of office of the second class of director, consisting of Gary Chan, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Roy Kuan and Norimitsu Niwa, will expire at the third annual general meeting. Only holders of Class B ordinary shares will have the right to vote for the election of, and to remove, directors prior to or in connection with the completion of our initial business combination, which directors will be proposed by the Company’s board of directors following a nomination by the nominating and corporate governance committee. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Pursuant to a registration and shareholder rights agreement to be entered into on or prior to the closing of this offering, our sponsor will be entitled to nominate two 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 officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence NYSE listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the Company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the Company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have two “independent directors” as defined in NYSE listing standards and applicable SEC rules prior to completion of this offering. We expect a majority of our board of directors to be comprised of independent directors within 12 months from the date of listing to comply with the majority independent board requirement in Section 303A of the NYSE Listed Company Manual. Our board of directors has determined that each of Gary Chan and Goodwin Gaw is an “independent director” as defined in NYSE listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are firs