Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Hartley R. Rogers ​ ​ ​ ​ 61 ​ ​ ​ Chairman of the Board ​ Andrea Kramer ​ ​ ​ ​ 52 ​ ​ ​ Chief Executive Officer and Director ​ Atul Varma ​ ​ ​ ​ 47 ​ ​ ​ Chief Financial Officer and Treasurer ​ Adam B. Shane ​ ​ ​ ​ 37 ​ ​ ​ General Counsel and Secretary ​ Thomas Allingham ​ ​ ​ ​ 67 ​ ​ ​ Independent Director Nominee ​ Holly Flanagan ​ ​ ​ ​ 49 ​ ​ ​ Independent Director Nominee ​ Arlene Yocum ​ ​ ​ ​ 63 ​ ​ ​ Independent Director Nominee ​ Hartley R. Rogers has been the Chairman of our Board of Directors since September 2020. Mr. Rogers has served as Chairman of Hamilton Lane Incorporated’s board of directors since August 2017 and serves on its compensation committee. He is also a Managing Director and a member of various investment committees of Hamilton Lane Advisors. Since December 2003, Mr. Rogers has also served as Chairman of the board of Hamilton Lane Advisors. Prior to joining the firm in 2003, Mr. Rogers was a Managing Director and investment committee member of DLJ Merchant Banking Partners III from 2001 to 2002. Before that, he was a Managing Director in the Private Equity Division of Credit Suisse First Boston from 1997 to 2001. Prior to joining CSFB in 1997, Mr. Rogers was a Managing Director of Morgan Stanley, where his responsibilities included serving as President of the general partners of the Princes Gate Investors family of private equity funds. He worked at Morgan Stanley from 1981 to 1983, 1986 to 1993 and 1995 to 1997. Mr. Rogers also serves as Chairman of the advisory board of the Vice Provost for Advances in Learning, the online learning initiative of Harvard University, on the board of the Institute of International Education, where he is the Treasurer and also Chairman of its investment committee, the board of Bessemer Securities Corporation, and the board of managers of Bessemer Securities LLC. Mr. Rogers received an A.B. magna cum laude from Harvard College and an M.B.A. from Harvard Business School with High Distinction, including the designation of Baker Scholar. We believe Mr. Rogers’ extensive experience, including his long tenure as Chairman of Hamilton Lane Advisors, brings valuable knowledge and insights to the board of directors. Andrea Kramer has been our Chief Executive Officer and a director since September 2020. Since February 2005, Ms. Kramer has served as a Managing Director at Hamilton Lane Advisors where she is a member of various investment committees and where she is responsible for the oversight and management of the global primary fund investment team. Prior to joining Hamilton Lane Advisors, Ms. Kramer worked as a General Partner at Exelon Capital Partners from February 1999 to December 2002, where she conducted market analysis, due diligence, technical analysis, business model analysis, negotiations, deal structuring and management of a corporate-sponsored private equity portfolio specializing in energy technology, telecommunications and enterprise technology. Prior to Exelon, Ms. Kramer worked as a Senior Business Development Manager for Philadelphia Gas Works, a natural gas utility, from January 1998 to February 1999, and as a Fund Manager for Murex Corporation, an oil & energy company, from September 1995 to January 1998. Ms. Kramer received a B.A. in Economics from Franklin and Marshall College and an M.B.A. in Finance from Temple University. We believe Ms. Kramer’s extensive experience, including her leadership of Hamilton Lane’s primary fund investment business over the last 15 years make her well-qualified to serve as a member of our board of directors. Atul Varma has been our Chief Financial Officer since September 2020. Mr. Varma joined Hamilton Lane Advisors in January 2020 and currently serves as Chief Financial Officer and Treasurer, where his responsibilities include the oversight of the Corporate Finance Department. Prior to joining Hamilton Lane, he most recently served at BNY Mellon Wealth Management, an affiliate of the Bank of New York Mellon Corporation, as Chief Financial Officer from September 2010 to April 2014 and then as Head of Business Strategy from March 2014 to September 2018. 121 TABLE OF CONTENTS Prior to joining BNY Mellon, Mr. Varma served as Chief Financial Officer of various divisions of Bank of America Corporation’s Global Wealth and Investment Management group between 2005 and 2010 and as Vice President, Corporate Financial Planning & Analysis at Citigroup, Inc. from 2000 to 2005. He received a B.S. in Accounting from Binghamton University and an M.B.A. from Columbia University and is a chartered financial analyst and a certified public accountant. Adam B. Shane has been our General Counsel and Secretary since September 2020. Mr. Shane is Senior Corporate Counsel for Hamilton Lane Advisors and has been an attorney for Hamilton Lane Advisors since July 2014. Prior to joining Hamilton Lane Advisors, Mr. Shane was an associate at Ropes & Gray LLP from June 2013 to July 2014 and an associate at Bracewell & Giuliani from November 2009 to June 2013. He received a B.S. from Carnegie Mellon University and a J.D. from Benjamin N. Cardozo School of Law. Thomas Allingham, a director nominee, has served as Principal of Snug Harbor Mediation LLC, a provider of alternative dispute resolution services, since January 2016. Before that, Mr. Allingham served as a partner of the global law firm Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate litigation from 1983 until his retirement in December 2015. Since June 2020, Mr. Allingham has served as a director on the board of Hamilton Lane Private Assets Fund. He received a bachelor’s degree from Williams College and a J.D. from University of Pennsylvania Law School. We believe Mr. Allingham’s extensive experience, including with respect to corporate governance matters, make him well-qualified to serve as a member of our board of directors. Holly Flanagan, a director nominee, has served as a Managing Director of Gabriel Investments, an early stage venture capital firm, since April 2013. Prior to this, Ms. Flanagan served as vice president of business development for TicketLeap Inc., a web-based ticketing start-up company, from 2011 to 2013, where she oversaw company business development efforts. From 2009 to 2011, Ms. Flanagan was a senior director of business development and sales for Epic Research, a niche business development consulting firm. She also served as a senior director of U.S. strategic alliances for Barclays Bank from 2000 to 2009, head of retailer recruitment for the U.K. card loyalty program, and vice president of business development for MBNA America (now Bank of America). Ms. Flanagan has served on the board of FS Investments’ Total Return Energy Fund and Credit Income Funds since February 2017. Ms. Flanagan is also a Trustee at The Philadelphia School and member of the Board of Directors of The Philadelphia Theater Company, serving on the finance committee for both organizations. Ms. Flanagan holds a bachelor’s degree and an M.B.A. from the University of Delaware. We believe Ms. Flanagan’s financial expertise and experience structuring and executing investment transactions make her well-qualified to serve as a member of our board of directors. Arlene Yocum, a director nominee, has decades of experience in financial and legal services. Most recently, she served as executive vice president within PNC Bank’s Asset Management Group from January 2013 until she retired in 2017 following a 27-year career at the firm. Prior to PNC Bank, Ms. Yocum was legal counsel for Fidelity Bank (now Wells Fargo) and in private practice with the law firm Blank Rome LLP. Ms. Yocum serves as a director and member of the Strategy Committee on the board of Cleveland Cliffs, and as a director and member of the Audit Committee on the board of Glenmede Trust Co. She was previously a director and member of the audit committees for AK Steel Holding Corporation from 2017 to 2020, and Key Energy Services from 2007 to 2016. Ms. Yocum received a bachelor’s degree from Dickinson College and a J.D. from Villanova School of Law. We believe Ms. Yocum’s legal and financial expertise make her 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 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 Thomas Allingham will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Holly Flanagan and Andrea Kramer will expire at the second annual meeting of stockholders. The 122 TABLE OF CONTENTS term of office of the third class of directors, consisting of Hartley Rogers and Arlene Yocum will expire at the third annual meeting of stockholders. 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. 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, 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 rules 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 three “independent directors” as defined in the Nasdaq listing rules 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 Rule 5605(b) of the Nasdaq listing rules. Our board has determined that each of Thomas Allingham, Holly Flanagan and Arlene Yocum are independent directors under applicable SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and director compensation In no event will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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. We do not have a policy that prohibits our sponsor, officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, 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 payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and 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, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. These fees will be disclosed to stockholders in accordance with applicable rules and regulations, 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. 123 TABLE OF CONTENTS 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 team’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 three standing committees: an audit committee, a compensation committee and a nominating and corporate governance 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 and nominating and corporate governance committee of a listed company each be comprised solely of independent directors. Each committee will operate under a charter that complies with the Nasdaq rules, will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. Audit committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Thomas Allingham, Holly Flanagan and Arlene Yocum will serve as members of our audit committee, and Arlene Yocum 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 Thomas Allingham, Holly Flanagan, and Arlene Yocum meet the independent director standard under the 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 qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the independent registered public accounting firm’s qualifications and independence and (4) the performance of our internal audit function and the independent registered public accounting firm; ​ • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ​ • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years ​ 124 TABLE OF CONTENTS respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financ