Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Joe Saunders ​ ​ 75 ​ ​ Chief Executive Officer and Chairman of the Board ​ Ellen Richey ​ ​ 72 ​ ​ Executive Vice President ​ Sam Wen ​ ​ 35 ​ ​ Vice President and Chief Technology Officer ​ Richard Kim ​ ​ 46 ​ ​ Vice President and Chief Financial Officer ​ Evan Marwell ​ ​ 56 ​ ​ Director Nominee ​ Kate Cassino ​ ​ 48 ​ ​ Director Nominee ​ Chris Wendel ​ ​ 54 ​ ​ Director Nominee ​ Joe Saunders serves as our Chief Executive Officer and Chairman of the Board. Joe Saunders also serves as Chairman and General Partner at Green Visor Capital and sits on the board of FinTech companies such as Flutterwave, Mercury Financial, and Happy Money, among others. Joe also serves as a special advisor for the private equity firm Reverence Capital Partners, which invests in FinTech among other industries. Prior to Green Visor Capital, Joe was the Chairman and CEO of Visa from 2007 until 2013. During the midst of the global financial crisis, he successfully took Visa public in 2008. Prior to this role, Joe was President and CEO of Providian Financial Corporation from 2001, and Chairman of the board of directors from 2002. Following Providian’s 2005 acquisition by Washington Mutual, Joe served as Washington Mutual’s President of Card Services for a transitional period from 2005 to 2007. From 1997 until 2001, Joe served as Chairman and CEO of Fleet Credit Card Services at FleetBoston Financial Corporation. Prior to joining FleetBoston, Joe spent 12 years at Household International, Inc., where he held various senior roles including CEO of Card Services and head of the private label credit card business. Joe was a member of the Visa U.S.A. board of directors from 2002 to 2007, a member of the Visa International Service Association board of directors from 2005 to 2007, and the Executive Chairman of Visa International’s Transition Governance Committee until the formation of Visa Inc. in 2007. From 1993 to 1997, Joe served as a member of the boards of MasterCard International Inc. and MasterCard U.S.A., and was elected Chairman of MasterCard International’s board in 1996. He also served as a director of NewStar Financial, Inc. from 2006 to 2007. Joe received his BA and MBA from The University of Denver. Ellen Richey serves as our Executive Vice President and Director. Ellen has over forty years of legal and risk management, and executive leadership experience. She served as Visa Inc.’s vice chairman, risk and public policy, and chief risk officer from 2014 until her retirement in 2019. Before assuming the role of vice chairman at Visa, Ellen concurrently served as chief legal officer and chief enterprise risk officer, and she was a member of Visa’s executive committee throughout her tenure. In those positions, she was responsible for the legal function as well as oversight of Visa’s operational resilience, compliance, audit and risk teams, including payment system risk, settlement risk and enterprise risk. Prior to joining Visa, she worked at Washington Mutual Inc. as senior vice president of enterprise risk management and executive vice president of card services, and served as vice chairman of Providian Financial Corporation, where she had responsibility for the enterprise risk management, legal, corporate governance, corporate relations, compliance and audit functions. Ellen served on the Board of Visa Europe Ltd from 2016 to 2019 and currently serves on the board of the Green Dot Corporation, a financial technology and registered bank holding company focused on making modern banking and money movement accessible for all, as well as Cantaloupe, Inc., a software and payments company that provides end-to-end solutions for the unattended retail market. She received a BA in Linguistics and Far Eastern Languages from Harvard University and a JD from Stanford Law School, and served as a law clerk for Associate Justice Lewis F. Powell, Jr. of the United States Supreme Court. 136 TABLE OF CONTENTS Sam Wen serves as our Vice President and Chief Technology Officer. Sam is an engineer and entrepreneur, currently serving as a venture partner at Green Visor Capital. Sam was a member of the founding team at Square, Inc. where he helped develop the software algorithm that enables the card reading capabilities of all Square devices on iOS and Android phones and tablets. In addition to his time at Square, Sam has held founder and senior leadership roles at other FinTech startups, including most recently as the Head of Engineering at Grid, and also serves as an angel investor and advisor to a number of early-stage companies. Sam holds a BS in Electrical Engineering and Computer Engineering from Washington University in St. Louis. Richard Kim serves as our Vice President and Chief Financial Officer. Richard was the Chief Financial Officer and Senior Vice President of Finance, Capital Markets & Treasury of FiscalNote, a global technology company that provides customers with global policy data and expert insights through software solutions. Prior to FiscalNote, Richard was a senior executive on the finance and capital markets teams at Kabbage, a financial services data and technology company that provides automated lending to small businesses and was recently sold to American Express. Richard was previously an investment banker at Goldman Sachs, UBS, and Natixis, and earlier in his career, invested private equity and mezzanine capital into investment opportunities while at Ripplewood Holdings and AlpInvest Partners. Richard holds a BA in Economics and Asian Studies from Amherst College. He also holds an MBA in Finance, Accounting and Management & Organizations from Northwestern University’s Kellogg School of Management. Evan Marwell will serve as an Independent Director upon the closing of this offering. Evan is the founder and CEO of EducationSuperHighway. In just eight years, EducationSuperHighway connected nearly 47 million students in 99.7% of America’s classrooms to high-speed broadband. A recipient of the San Francisco Chronicle’s Visionary of the Year award and a serial entrepreneur, Evan launched companies over the last 25 years in the telecom, software, hedge fund, and consumer retailing industries including INFONXX and Criterion Capital Management. Evan is an honors graduate of Harvard College and Harvard Business School, an advisor to high-potential social entrepreneurs, and the board chair of myAgro, an NGO assisting smallholder farmers in Africa move out of poverty. He is also a member of the board of directors at CORE Business Technologies, Recidiviz, Direct Relief and Millenium.org. Previously, Evan served on the board of directors of Centra Software and PeopleSupport and was the chairman of the board of directors of the Katherine Delmar Burke School. Kate Cassino will serve as an Independent Director upon the closing of this offering. Kate is currently CEO of Flatiron School, an education innovator teaching in-demand tech skills through direct-to-consumer, enterprise, and university partnership channels. Prior to Flatiron School, Kate was the CEO of Hobsons, a global education technology company, where she led its sale to Vista Equity-backed PowerSchool and EAB in two transactions, totaling $410 million. Before Hobsons, Kate was CEO of Dodge Data and Analytics, an operating company owned by S&P Global. Kate led the sale of Dodge Data & Analytics to Symphony Technology Group for $320 million. Kate has worked on the digital strategies and data monetization efforts for numerous information and media businesses, including Platts, JD Power & Associates, BusinessWeek, Aviation Week, and several ABC-affiliate broadcasting stations. She served as an inaugural board member of McGraw Hill’s Women in Networking Success organization. She was recently appointed as a member of the Finance Council for St. Elizabeth’s of Hungary Church. Kate is the recipient of EdTech Digests “2021 National Leader Award” and Folio Magazine’s “2014 Folio 100 Award for Vision.” She is also a former trustee for the National Building Museum in Washington, DC. Kate holds a BA in English and Education from Columbia University, Barnard College and completed an Executive Education Program from Columbia Business School. Christopher Wendel will serve as an Independent Director upon the closing of this offering. Christopher is the President and Co-Founder at Volta Charging, a technology company working to accelerate the arrival of EV charging with a national network of free charging stations. Prior to Volta, Christopher worked as the Head of Equity Sales, Asia at Lehman Brothers and as Global Head of Equity Sales at Nomura Securities. Prior to Lehman Brothers, Christopher worked for 12 years in executive positions at Goldman Sachs in the United States, Germany, and Japan. Christopher was an early investor in Volta and joined Volta as partner and CFO in 2012. 137 TABLE OF CONTENTS Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the 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 Kate Cassino, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Evan Marwell, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Chris Wendel, will expire at our third annual meeting of shareholders. 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. Incumbent directors will also have the ability to appoint additional directors or to appoint replacement directors in the event of a casual vacancy. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon 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 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 Evan Marwell, Kate Cassino and Chris Wendel are “independent directors” 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 Commencing on the effective date of this registration statement through the earlier of 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. We will also reimburse an affiliate of our sponsor in the amount of  $250,000 per year and for health care coverage related expenses for Mr. Kim’s services as our Vice President and Chief Financial Officer. In addition, our sponsor, executive officers and directors, or any of 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 to our sponsor, executive officers or directors, 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 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 138 TABLE OF CONTENTS our sponsor, executive officers and directors, or any of 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. 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 two standing committees: an audit 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 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. Evan Marwell, Chris Wendel and Kate Cassino will serve as members of our audit committee. Our board of directors has determined that each of Evan Marwell, Chris Wendel and Kate Cassino are independent under the Nasdaq listing standards and applicable SEC rules. Evan Marwell 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 Evan Marwell 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; ​ 139 TABLE OF CONTENTS • 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 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 Chris Wendel and Kate Cassino, and Kate Cassino 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 Chris Wendel and Kate Cassino 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 Select