Our officers and directors are as follows: Name Age Position Paige E. Craig 46 Chief Executive Officer and Chairman of the Board Felix Yun Pun Wong 55 Chief Financial Officer and Director Matthew C. Hong 48 Director Albert Chang 33 Director Stephen Man Tak Suen 48 Director Paige E. Craig. Mr. Craig has been serving as our Chief Executive Officer since April 9, 2021. He is an experienced angel investor who has invested in over 110 start-ups in the last 7 years. Some of his early investments include some of the most innovative and well-known technology companies such as Lyft, Wish, Postmates, Angellist, Twitter, Classpass and more. His experience and expertise led him to be on the management team for three firms at the same time. He has been serving as founding partner for Outlander Lab since June 2020, as managing partner at Arena Ventures since January 2015 and founder of Mayhaw Capital since February 2019. As managing partner of Arena Ventures, Mr. Craig oversees early-stage investments into software startups in the leading tech hubs in the United States including San Francisco, New York and Los Angeles. Mr. Craig started his career in the US Marine Corps and Intelligence Community, from October 1995 to October 2003. He then boot-strapped his company, The Lincoln Group, which is a private military company with the vision to design and operate private military and intelligence capabilities. After scaling the business, he sold the company to Constellis in December 2013. Mr. Craig has a successful track record in building and expanding leading technology companies. He is also a recognized expert in sourcing, vetting, completing due diligence and scaling up portfolio companies, which would be an invaluable resource to the management team. Mr. Craig earned his MBA from the National University in June 1999 and received his Bachelor of Science in management information systems in June 1997 from the University of Maryland. Prior to that, he attended the United States Military Academy at West Point. As an army cadet, he studied Mandarin Chinese and political science and joined the Marine Corps in October 1995. We believe that Mr. Craig is qualified to serve on our board of directors based on his extensive experience in business management. Felix Yun Pun Wong. Mr. Wong has been serving as our Chief Financial Officer since April 9, 2021. He has years of executive experience with multiple leadership positions and a track record in helping private companies enter the public market. He has been the principal of Ascent Partners Advisory Service Limited, a finance advisory firm, since March 2020. From November 2017 to December 2020, Mr. Wong held the position of chief financial officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation (NASDAQ: TOTA), which merged with Clene Nanomedicine Inc. (NASDAQ: CLNN) in December 2020. From August 2015 to September 2017, he has served as chief financial officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise. His main responsibilities include overseeing the financial functions of the firm, assisting in establishing corporate ventures for investment, and working on deal origination of new businesses in the corporate group. Prior to that, he was chief financial officer and executive director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount of US$600 million and focused on environmental and clean technology investments. Mr. Wong also served as senior director and chief financial officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011. Additionally, Mr. Wong was the chief financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director of JAFCO Asia from March 2002 to October 2006. Mr. Wong was a finance manager for Icon Medialab from July 2000 to December 2001, a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992 to August 1998 and an auditor at PricewaterhouseCoopers from August 1989 until March 2000. Mr. Wong earned his Masters of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration from the Hong Kong Polytechnic University in 1989. We believe that Mr. Wong is qualified to serve on our board of directors based on his extensive experience in venture capital and with public companies. Matthew C. Hong. Mr. Hong has been serving as our independent director since March 4, 2021. Since April 2020, Mr. Hong has been providing business advisory services through his entity SLO 83, LLC. From May 2008 to June 2019, Mr. Hong held multiple executive positions, including vice president, senior vice president, executive vice president, and the chief operating officer at Turner Sports, a subsidiary of AT&T’s WarnerMedia which focuses 100 Table of Contents on sports broadcasting. During his tenure at Turner Sports, he was responsible for day-to-day operations of the company including an extensive programming portfolio which included the NBA, NCAA March Madness, MLB, the PGA Championship, ELEAGUE esports, and UEFA Champions League and Europa League on TNT, TBS, and truTV. Prior to that, Mr. Hong was the vice president & general manager of Interactive Media at Thomson Gale, an educational publishing company, from January 2006 to May 2008. From November 1999 to January 2006, Mr. Hong served in progressing roles at AOL, an American web portal and online service provider, where he architected a multi-billion-dollar partnership with Google including a 3% pre-IPO equity stake. In addition, Mr. Hong is also an independent director of Advocado, a cross-platform advertising technology company. Mr. Hong and his wife are minority owners of the Washington Spirit, an American women’s professional soccer club. Mr. Hong’s expertise, network, and knowledge in the technology, consumer, sports, and media industries will be highly valued whilst we screen for target companies in these sectors. Mr. Hong earned his Juris Doctor degree from Harvard Law School and a Bachelor of Arts in Economics from North Carolina State University. We believe that Mr. Hong is qualified to serve on our board of directors based on his media industry expertise. Albert Chang. Mr. Chang has been serving as our independent director since March 4, 2021. He has also been serving as the vice president at Insight Soul Partners, a technology venture fund, since June 2020. Prior to 2020, he served as the vice president at Kenetic Capital, a blockchain venture capital investment firm, from October 2017 to December 2018. He led the seed investment into BlockFi, a leading financial services company in the blockchain space. Prior to this role, Mr. Chang served as an analyst at Pacific Century Group, from March 2014 to October 2017, where he helped manage corporate finance, venture investment and mergers and acquisitions. He executed the series D investment in Tokopedia, one of Indonesia’s leading e-commerce marketplaces on behalf of Pacific Century Group. He was a strategic development analyst at PCCW Solutions, a leading IT services company in Hong Kong and mainland China, during April 2012 to August 2014, before taking on the position as an M&A analyst at PCCW Corporate, a company focused on technology, media & telecommunications (TMT), from August 2012 to March 2014. Mr. Chang graduated from Imperial College Business School with a Master in International Health Management in 2010, and received his Bachelor in Psychology from the University of Warwick in 2009. We believe that Mr. Chang is qualified to serve on our board of directors based on his experience in venture capital and TMT industry expertise. Stephen Man Tak Suen. Mr. Suen has been serving as our independent director since March 4, 2021 and has been practicing law as a Barrister-at-law in Hong Kong since February 2013, specializing in law relating to securities, futures, listing rules, market misconduct, regulatory and white-collar crime matters. Mr. Suen is currently serving as an independent non-executive director of three companies listed on the Hong Kong Stock Exchange namely, Sino-Ocean Group Holding Limited (HKEX: 3377), an investment holding company which engages in property development and investment since December 2015, Zijin Mining Group Company Limited (HKEX: 2899), a multinational mining company since December 2019, and China JinMao Holdings Group Limited (HKEX: 0817), a subsidiary of state-owned Sinochem Corporation that specializes in real estate development since August 2007. Mr. Suen has a strong financial and regulatory background. From July 1989 to March 2007, he was a director in the enforcement division of Hong Kong Securities and Futures Commission. He is a member of the Hong Kong Securities and Investment Institute (HKSI) and Hong Kong Institute of Certified Public Accountants (HKICPA). Mr. Suen obtained a postgraduate certificate in laws from City University of Hong Kong in July 2011, a Juris Doctor degree from the City University of Hong Kong in July 2010, and a Master of Accountancy from Charles Sturt University in September 1996. We believe that Mr. Suen is qualified to serve as an independent director based on his extensive experience with financial reporting, securities and futures, and public companies. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. Each member of our board of directors will be elected at our annual meetings. 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. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including, without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined by the board of directors. 101 Table of Contents 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. Our board of directors has determined that each of Matthew C. Hong, Albert Chang and Stephen Man Tak Suen are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No other compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation 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. 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 executive 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. All of these fees will be fully disclosed to stockholders, 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. 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’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 two standing committees: an audit committee and a compensation 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 of a listed company be comprised solely of independent directors. 102 Table of Contents Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Matthew C. Hong, Albert Chang and Stephen Man Tak Suen will serve as members of our audit committee, and Stephen Man Tak Suen 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 Matthew C. Hong, Albert Chang and Stephen Man Tak Suen meet the independent director standard under 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 Stephen Man Tak Suen qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • 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 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; • 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 Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Matthew C. Hong, Albert Chang and Stephen Man Tak Suen will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of Matthew C. Hong, Albert Chang and Stephen Man Tak Suen are independent, and Albert Chang will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; 103 Table of Contents • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complyi