Our officers, directors and director nominees are as follows: Name Age Position Jack Li 40 Chief Executive Officer, Chief Financial Officer and Director Thaddeus Beczak 70 Independent Director Nominee Dan Carroll 61 Independent Director Nominee Jane J. Su 57 Independent Director Nominee Jack Li is our chief executive officer, chief financial officer and a director. Mr. Li is a managing director and a founding member of PAG's private equity strategy, which he joined in 2010. At PAG, Mr. Li is responsible for sourcing, executing and exiting a variety of deals in a variety of sectors, including investments in Funtalk, Haitong Securities, Tencent Music, Food Union, Yingde Gases, Omnis Mineral Technologies, and a number of publicly listed securities. Prior to PAG, Mr. Li worked in the Global Special Situations group at Merrill Lynch from 2009 to 2010 in Hong Kong and in the Investment Banking Division of N M Rothschild & Sons from 2004 to 2007 in London. Mr. Li holds Bachelor of Arts degrees with honors in Economics and East Asian Studies from the Johns Hopkins University; a Master of Philosophy degree in Finance from the University of Cambridge; and a Master of Business Administration degree from Harvard Business School. Thaddeus Beczak will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Beczak was a director on the SGX Board, where he has served since October 2010 until September 2020. From 2012 to 2014 he was the Chairman of China Renaissance Securities (Hong Kong) Limited and Vice Chairman of China Renaissance Holdings Limited, a boutique China-focused merchant bank. He is presently on the investment committee of Huaxing Capital Partners 1, a Private Equity fund sponsored by China Renaissance, and an independent non-executive director of Arnhold Limited, a building materials company. Mr. Beczak was also involved in a number of private companies, including holding the position of non-executive Chairman of Artisan Du Luxe Holding Limited, the owner of the "John Hardy" jewelry brand. He is also an independent and non-executive director of Phoenix Media Investment Limited and Pacific Online Limited. Previously, Mr. Beczak was the Chairman of Cowen and Company (Asia) Limited and Vice Chairman of Cowen and Company, LLC from 2008 until 2012. He was also the Senior Advisor at Nomura International (Hong Kong) Limited and was also the Chairman of Nomura Asia Holdings N.V. from 2006 until March 2008. From November 1997 until December 2002, Mr. Beczak was the Chairman of the Listing Committee of the Hong Kong Stock Exchange and a member of the Hong Kong Stock Exchange Council from 1998 until 2001. From June 2001 until May 2007, Mr. Beczak was the member of the Advisory Committee of the Securities and Futures Commission in Hong Kong. He was a member of the International Advisory Committee of the China Securities Regulatory Commission from 2009 until 2019. From September 1997 until December 2003, Mr. Beczak was a Director of Kerry Holdings Limited. During this time he also held various Board and operating positions within the group, including Deputy Chairman of SCMP Holdings Limited and Publisher of South China Morning Post Publishers Limited, Deputy Chairman of Shangri-La Asia Limited, Deputy Chairman of Kuok Philippines Properties, a Director of China World Trade Center Limited and a Director of Kerry Properties Limited. Prior to joining the Kerry Group, Mr. Beczak worked at JP Morgan for 23 years and was a Managing Director of J.P. Morgan Inc., and President of J.P. Morgan Securities Asia from 1990 until 1997. Mr. Beczak is a graduate of Georgetown University (B.S.F.S.) and Columbia University (M.B.A). He is currently the Chairman of The Hong Kong Forum. Dan Carroll will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Carroll is a Managing Partner and Co-Founder of 118 Table of Contents Brooklands Capital Strategies. Prior to forming Brooklands, Mr. Carroll was a Partner of TPG Capital, joining the firm in 1995 when he co-founded TPG's Asian investing business, formerly Newbridge Capital. Over 15 years, Mr. Carroll built the firm's Asia-based investment team which ultimately managed $7 billion in assets through six offices across the region. Prior to joining TPG, Mr. Carroll spent nine years with H&Q Asia Pacific, a pioneer in the Asian private equity industry. Previously, Mr. Carroll has served on the board of directors of Shenzhen Development Bank (China) from 2004 until 2010, Myer Department Stores (Australia) from 2006 until 2009, Bank Thai PLC (Thailand) from 2007 until 2008, and Korea First Bank (Korea) from 2000 until 2005. Mr. Carroll holds a B.A. in Economics from Harvard University and an M.B.A. from the Stanford University Graduate School of Business. Jane J. Su will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part. Ms. Su brings over 25 years of experience in private equity, financial analyses and strategic planning. Ms. Su is an investor and advisor through Lake Street Partners, a family office that invests in institutional funds of alternative assets. From 2006 to 2013, Ms. Su served on the board of directors of the largest global commercial real estate services firm, CBRE Group (NYSE ticker: CBG), and was a member of the Compensation Committee. In addition, Ms. Su was a board director of PAG and on the Audit Committee between 2010 and 2013, which is one of the largest Asia based alternative asset investment company with assets under management across private equity, hedge funds and real estate. Until 2013, Ms. Su was a Partner and member of the Management Committee and Investment Committee of Blum Capital Partners, L.P., a private equity firm investing in both private and publicly traded companies. Prior to joining Blum Capital in 2002, she was a principal of Banc of America Equity Partners in Singapore and Morgan Stanley Capital Partners in Hong Kong. Ms. Su possesses a deep understanding of investments and business across the Asia Pacific region, particularly China. For many years, Ms. Su also served on the Board of Trustees for the Chinese American International School in San Francisco and for the BASIC Fund, a non-profit that provides partial tuition scholarships to low-income families across the San Francisco Bay Area. Ms. Su holds a B.A. from Dartmouth College and an M.B.A. from the Stanford Graduate School of Business. Ms. Su is a DCI Partner in the Class of 2017 at the Stanford Distinguished Careers Institute. Advisory Board We have established an advisory board, the role and functions of which will be determined by the board of directors from time to time. We currently expect our advisory board to, upon the request of the directors, provide its business insights (i) in sourcing potential business combination targets, (ii) when we assess potential business combination targets and (iii) as we work to create additional value in the business or businesses that we acquire. The role of the advisory board is consultative in nature to support our directors and officers in operating our business, and it will not perform managerial or committee functions. Members of the advisory board will not be subject to the fiduciary requirements to which our board of directors are subject, nor will advisory board members have any internal voting or decision making role, or any authority to act on our behalf. The board of directors is not required to follow any advice, comments or recommendations of the advisory board in relation to the matters described herein. We have not entered into any agreements governing our relationship with any members of our advisory board, and we may modify or expand our roster of advisory board members as we source potential business combination targets or work to create value in the business or businesses that we acquire. Mr. Weijian Shan is currently the chairman and sole member of the advisory board. Weijian Shan, our chairman of advisory board, is Chairman and CEO of PAG, the leading Asia-focused private equity firm, and the founder of PAG's Private Equity business. Shan oversees all of PAG's private equity investments. Prior to PAG, he was a Senior Partner of the private equity firm TPG, and co-managing partner of TPG Asia (formerly known as Newbridge Capital), where he led 119 Table of Contents Newbridge's investments and later TPG Asia's transactions in Asia, spanning a period of more than 12 years. Over more than two decades in the private equity industry, Weijian Shan has led a number of landmark transactions that have returned billions of dollars in profit to his firms' investors. Previously, Shan was a managing director of JP Morgan, and an assistant professor at the Wharton School of the University of Pennsylvania. He holds an M.A. and a Ph.D. from the University of California, Berkeley, and an M.B.A. from the University of San Francisco. Shan is the best-selling author of Money Games: The Inside Story of How American Dealmakers Saved Korea's Most Iconic Bank (2020) and Out of the Gobi: My Story of China and America (2019). His articles and commentary have been published in the Financial Times, The New York Times, The Wall Street Journal, Foreign Affairs, The Economist and many other publications. Number and Terms of Office of Officers and Directors 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 or by the affirmative vote of a majority of the directors present and voting at a meeting of our board. 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. Holders of our public shares will not have the right to vote on the election or removal of directors prior to the completion of an initial business combination. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following the 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 each of Thaddeus Beczak, Dan Carroll and Jane J. Su is an "independent director" as defined in the 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 the consummation of our initial business combination and our liquidation, we will reimburse 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 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 respective affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust 120 Table of Contents 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 executive officers and directors 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, for services rendered prior to completion of our initial business combination. After the completion of our initial business combination, 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. Thaddeus Beczak, Dan Carroll Jane J. Su and Jack Li will serve as members of our audit committee. Our board of directors has determined that each of Thaddeus Beczak, Dan Carroll and Jane J. Su are independent under the Nasdaq listing standards and applicable SEC rules. Jane J. Su will serve as the Chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Jane J. Su qualifies as an "audit committee financial expert" as defined in applicable SEC rules. 121 Table of Contents The audit committee is responsible for: • meeting with our independent registered public accounting firm regarding, among other issues, audits and the 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 registered public accounting firm 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 all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Thaddeus Beczak, Dan Carroll Jane J. Su and Jack Li, and Dan Carroll will serve as chairman of the nominating committee. Our board of directors has determined that each of Thaddeus Beczak, Dan Carroll and Jane J. Su are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting director nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated: • should have demonstrated notable or significant achieve