Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Fabrice Grinda ​ ​ 46 ​ ​ Executive Chairman ​ Arnau Porto Dolc ​ ​ 36 ​ ​ Chief Executive Officer and Director ​ Claudia Gast ​ ​ 38 ​ ​ Chief Financial Officer, Secretary and Director ​ Jeffrey Weinstein ​ ​ 32 ​ ​ Chief Strategy Officer ​ Robert Perdue ​ ​ 54 ​ ​ Director Nominee ​ Gabriel Silva ​ ​ 41 ​ ​ Director Nominee ​ Juan Villalonga ​ ​ 68 ​ ​ Director Nominee ​ Michael Zeisser ​ ​ 56 ​ ​ Director Nominee ​ Fabrice Grinda, currently serves as the Co-Founder and Managing Partner of FJ Labs, a venture firm and startup studio that invests in and builds online marketplaces. Prior to FJ Labs, Mr. Grinda was co-founder and co-Chief Executive Officer of OLX, one of the largest websites in the world with over 300 million unique visitors per month, and, prior to that, founded Zingy, a mobile media start-up which he grew to $200M in revenue and sold to Japanese media conglomerate For-Side in 2004. Mr. Grinda started his entrepreneurial journey in 1998, when he co-founded and was Chief Executive Officer of Aucland, one of the largest auction sites in Europe. Before beginning his entrepreneurial endeavors, Mr. Grinda worked as a management consultant for McKinsey & Company. Mr. Grinda holds a bachelor’s degree in Economics from Princeton University. We believe Mr. Grinda is uniquely qualified to serve on our board of directors due to his executive leadership experience at numerous companies. Arnau Porto Dolc, currently serves as the founder and CIO of Greentrail Capital, a London based investment firm focused globally on publicly listed technology companies and pre-IPO opportunities. Prior to founding Greentrail, Mr. Porto co-founded and co-ran Blueport Capital, a California-based investment partnership backed by the Robert Bass family office, and previously served as an investment analyst at Viking Global in New York. Mr. Porto started his career as institutional investor at Blackstone in London. He has since served as a senior advisor for DTCP digital infrastructure investments in Europe, and co-founded Jaguar and LaHaus in Colombia, and Portblue Hotels in Europe. Mr. Porto holds a bachelor’s degree in business administration and telecommunication engineering, as well as an MBA from Stanford Graduate School of Business. We believe Mr. Porto’s significant executive, investment and financial expertise make him well qualified to serve as a member of our board of directors. Claudia Gast, has served as a member of the Executive team of AM General, a MacAndrews & Forbes portfolio company, where she completed the sale of the company to KPS. Mrs. Gast has aided and led the execution of multiple public and private buy—and sell—side transactions, including acquisitions, equity investments, divestitures and partnerships both domestically and internationally. Prior to AM General, Mrs. Gast served at GHC Capital where she led the acquisition of GWR Safety Systems and became the head of Strategy and M&A for the company, and, prior to that, worked at Procter & Gamble Company where she served in various financial & strategic roles of increasing responsibility across multiple regions. Mrs. Gast started her career at the Volkswagen group in finance. Mrs. Gast holds a bachelor’s degree in business administration and an MBA from the University of Chicago Booth School of Business. Jeffrey Weinstein, currently serves as a Principal at FJ Labs, where he co-heads the fund’s 600+ investments, which have included Alibaba, Flexport, Rappi, Betterment, Fanduel and Delivery Hero, and manages external fundraising efforts. Mr. Weinstein was previously a Senior Associate at Lux Capital, a $2.5 billion AUM venture capital firm that invests in emerging technologies in the physical and life sciences. Prior to that he worked at Dunbar Capital, a multi-strategy fund of hedge funds. Mr. Weinstein is a member of Class 24 of the Kauffman Fellows and has a BA in Philosophy, Politics and Economics from the University of Pennsylvania. 120 TABLE OF CONTENTS Robert Perdue, currently serves as a Partner at Lutetia Technology and is a Strategic Advisor to three venture-backed artificial intelligence companies. Additionally, he serves on the Board of Directors of Impact, Inc., the leading SaaS platform for enterprise partnership automation. Mr. Perdue is the former Chief Operating Officer and Board Member of The Trade Desk, where he grew the company’s enterprise value from $20 million to over $15 billion. During his tenure from 2013 to 2019, The Trade Desk grew from a 20-person start-up with revenue of $1 million to over 1,100 employees with $677 million revenue in 2019. Mr. Perdue and the executive team completed an initial public offering of The Trade Desk in 2016. Over the next 3 years, The Trade Desk grew by 15x in the public markets, becoming the #1 performing technology initial public offering stock on the NASDAQ over the last five years. Prior to this, Mr. Perdue was Chief Operating Officer of EyeWonder, a video ad serving company, and an investment banker at The Jordan, Edmiston Group. He holds an MBA from Georgetown University. We believe Mr. Perdue’s significant executive, investment and financial expertise make him well qualified to serve as a member of our board of directors. Gabriel Silva, served as Chief Financial Officer of Nubank, where he helped to build and scale one of the world’s largest FinTech companies. Previously, Mr. Silva was a partner and Chief Financial Officer of Pravaler, Brazil’s leading provider of private student loans, and before that a Managing Director at York Capital, a New York-based hedge fund. He has lived in 6 different countries and holds an International Diploma from Sciences Po in Paris, and an MBA from Stanford. He is also a member of Fundação Estudar, a Brazilian education non-profit organization. We believe Mr. Silva’s significant executive, investment and financial expertise make him well qualified to serve as a member of our board of directors. Juan Villalonga, currently serves as a Partner at Lutetia Technology Partners and a Strategic Advisor of SparkBeyond. In addition, he currently serves as an advisor to the board of directors of Aiola and Lutetia Capital. Mr. Villalonga has strong operational experience as the former Executive Chairman and Chief Executive Officer of Telefónica Group, a Spanish multinational telecommunications company and one of the largest telephone operators and mobile network providers in the world, which he grew from $12 billion to over $100 billion in market capitalization. In 2010, the Harvard Business Review ranked Mr. Villalonga as #33 on the list of the top 100 performing CEOs in the world. He is also the co-founder and partner at Hermes Growth Partners, a growth equity firm focused on technology investments, where he invested in successful private companies such as The Trade Desk and RingCentral, which are now leading public players. Prior to this he was as Partner at McKinsey & Company. Mr. Villalonga holds an MBA from IESE Barcelona and an LLB from the University of Deusto. We believe Mr. Villalonga’s significant executive, investment and financial expertise make him well qualified to serve as a member of our board of directors. Michael Zeisser currently serves as the Managing Partner of FMZ Ventures, a growth equity investment fund focused on Experience Economy and marketplace ecosystems. Prior to founding FMZ Ventures, Mr. Zeisser was Chairman, U.S. Investments for Alibaba Group and led Alibaba’s strategic investments outside of Asia. Previously, Mr. Zeisser served as Senior Vice President of Liberty Media Corporation, where he acquired and oversaw companies in digital media, eCommerce and online gaming. Mr. Zeisser started his career at McKinsey & Co. in New York, where he was elected a partner and co-founded and led McKinsey’s Internet Practice. Mr. Zeisser has considerable governance experience, having served on numerous public and private boards including IAC, Trip Advisor, Time Inc., Lending Club, Shutterfly, XO Group/TheKnot, Lyft, Magic Leap, and OfferUp. Mr Zeisser graduated with honors from the J.L. Kellogg Graduate School of Management at Northwestern University, where he was a Procter & Gamble International Academic Scholar. We believe Mr. Zeisser’s significant executive, investment and financial expertise make him well qualified to serve as a member of our board of directors. 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 five members. 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 NASDAQ 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 NASDAQ. The term of office of the first class of directors, consisting of Robert Perdue and Michael Zeisser, will expire at our first annual general 121 TABLE OF CONTENTS meeting. The term of office of the second class of directors, consisting of Gabriel Silva and Arnau Porto, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Fabrice Grinda and Juan Villalonga, 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. 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 chair or co-chair 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. 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in the NASDAQ listing rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Robert Perdue, Gabriel Silva, Juan Villalonga and Michael Zeisser are “independent directors”. 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 consummation of our initial business combination and our liquidation, we will enter into an administrative services agreement pursuant to which we will pay our sponsor or an affiliate thereof $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. 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 122 TABLE OF CONTENTS 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 the 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 the 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. Robert Perdue, Gabriel Silva and Michael Zeisser will serve as members of our audit committee. Our board of directors has determined that each of Mr. Perdue, Mr. Silva and Mr. Zeisser are independent under the NASDAQ listing standards and applicable SEC rules. Mr. Zeisser will serve as the Chairman of the audit committee. Under the NASDAQ 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 Mr. Zeisser 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; ​ 123 TABLE OF CONTENTS • 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 Robert Perdue, Juan Villalonga and Michael Zeisser, and Mr. Perdue will serve as chairman of the nominating committee. Under the NASDAQ listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of Mr. Perdue, Mr. Villalonga and Mr. Zeisser are independent. The nominating committee is responsible for overseeing th