Our founder, officers, directors and director nominees are as follows: Name Age Position Founder Vinod Khosla 66 Founder Officers Samir Kaul 48 Chief Executive Officer, Director Peter Buckland 51 Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary Director Nominees Jagdeep Singh 53 Director Nominee Rajiv J. Shah 47 Director Nominee Derek Anthony West 55 Director Nominee Molly Coye 73 Director Nominee Mario Schlosser 42 Director Nominee Dmitri Shklovsky 45 Director Nominee Vinod Khosla. Mr. Khosla is an entrepreneur, investor and technologist. In 2004, he founded Khosla Ventures, a venture capital firm. Mr. Khosla holds a Bachelor of Technology in Electrical Engineering from IIT Delhi, a Masters in Biomedical Engineering from Carnegie Mellon University and an MBA from Stanford Graduate School of Business. Mr. Khosla has authored numerous articles in the past about technology and the future of technology, including “Reinventing Societal Infrastructure with Technology (2018)”, “20% Doctor Included (2016)”, and “Critical Climate Technology Breakthroughs (2020)”. Additionally, Mr. Khosla was the Founder of KV Acquisition II and KV Acquisition III. Samir Kaul. Mr. Kaul has served as a member of our Board since January 2021. Mr. Kaul has been a General Partner at Khosla Ventures, a venture capital firm, since February 2006 and currently serves on the boards of directors of several private and public companies, including Guardant Health and Jack Creek Investment Corp. Additionally, Mr. Kaul has served as President, Chief Executive Officer and Director of KV Acquisition I and KV Acquisition III since their inceptions in January 2021. Mr. Kaul holds a B.S. degree in Biology from the University of Michigan, an M.S. degree in Biochemistry from the University of Maryland and an M.B.A. degree from Harvard Business School. We believe that Mr. Kaul is qualified to serve as a member of our Board due to his wide-ranging experience in technology companies and insight in the management of startup companies and the building of companies from early stage to commercial scale. Peter Buckland. Mr. Buckland has served as our Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary since January 2021. Mr. Buckland has been a Partner, Managing Director and COO at Khosla Ventures since October 2019. Prior to joining Khosla Ventures, Mr. Buckland was a Partner at WilmerHale LLP, where he was Vice Chair of its Corporate Group and led the firm’s emerging growth technology practice. Additionally, Mr. Buckland has served as the Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of KV Acquisition I and KV Acquisition III since their inceptions in January 2021. Mr. Buckland received his bachelor’s degrees from the University of California Santa Barbara and his JD from the University of San Francisco School of Law. Jagdeep Singh. Mr. Singh founded QuantumScape (NYSE: QS) and has served as their Chief Executive Officer and the Chairman of the Board since its incorporation in May 2010. Prior to joining QuantumScape, he was the founder and Chief Executive Officer at Infinera Corporation (NASDAQ: INFN), a telecommunications company, from 2001 to 2009. Mr. Singh holds a B.S. in Computer Science from the University of Maryland College Park, an M.B.A. from the University of California, Berkeley, Haas School of Business, and a M.S. in Computer Science from Stanford University. 121 Table of Contents Rajiv J. Shah. Dr. Shah has served as President of the Rockefeller Foundation, a private foundation with a mission to promote the well-being of humanity around the world, since 2017. Prior to joining the Rockefeller Foundation, Dr. Shah was appointed USAID Administrator by President Barack H. Obama in 2009. Prior to his appointment at USAID, Dr. Shah served as Chief Scientist and Undersecretary for Research, Education and Economics at the United States Department of Agriculture where he created the National Institute for Food and Agriculture. Dr. Shah founded Latitude Capital in 2015, a private equity firm focused on power and infrastructure projects in Africa and Asia, and he served as a Distinguished Fellow in Residence at Georgetown University. Previously, he served at the Bill & Melinda Gates Foundation. Dr. Shah holds a B.S. in Economics from the University of Michigan, a Medical Doctorate from the University of Pennsylvania School of Medicine, and a M.S.C. in Health Economics from the Wharton School of Business. Derek Anthony West. Mr. West has served as Uber’s (NYSE: UBER) Chief Legal Officer and Corporate Secretary since November 2017. Prior to joining Uber, Mr. West served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary from November 2014 to November 2017 at PepsiCo Inc. (NASDAQ: PEP), a food and beverage company. Prior to joining PepsiCo, Mr. West served as Associate Attorney General of the United States from March 2012 to September 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from April 2009 to March 2012. From November 2001 to April 2009, Mr. West was a partner at Morrison & Foerster LLP. He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California. Molly Coye. Ms. Coye is the Executive in Residence at AVIA Health, the nation’s leading digital transformation partner for healthcare organizations, since 2016. Prior to joining AVIA Health, Ms. Coye served as a Senior Advisor at the Network for Excellence in Health Innovation (NEHI) from 2015 until 2017. Ms. Coye also served as an Advisor at the Massachusetts Health Policy Commission from 2016 to 2017. Ms. Coye holds a Doctor of Medicine from The Johns Hopkins University School of Medicine and a Master of Public Health from The Johns Hopkins Bloomberg School of Public Health. Mario Schlosser. Mr. Schlosser founded Oscar Insurance, a technology-driven health insurance company, and has served as their Chief Executive Officer since their incorporation in 2012. Prior to founding Oscar, Mr. Schlosser co-founded Votsu in 2006, a video game development company, where he led their analytics and game design practices. Prior to co-founding Votsu, Mr. Schlosser worked as a Senior Investment Associate at Bridgewater Associates and as a consultant for McKinsey & Company. In 2002, he was a visiting scholar at Stanford University. Mr. Schlosser holds a Masters in Electrical Engineering from the University of Hannover and an MBA from Harvard Business School. Dmitri Shklovsky. Mr. Shklovsky is the founder and managing partner of Bullingham Capital, a New York based private investment firm. Prior to 2019, Mr. Shkolvsky was a co-founder and managing partner of Atreaus Capital, a multi-billion dollar global macro and commodities hedge fund with offices in New York and London. Before co-founding Atreaus Capital in 2011, he served as a proprietary trader at both J.P. Morgan and Barclays. Mr. Shklovsky was also with Tudor Investment Corporation, a leading multi-strategy hedge fund, and he began his career in 1998 at Long Term Capital Management, a Greenwich CT based hedge fund. Mr. Shklovsky is a trustee and a board member of the U.S. Olympic and Paralympic Foundation and serves on the Cornell University Engineering College Council. He received his B.S. in Computer Science and M.Eng. in Operations Research and Financial Engineering from Cornell University. Number and Terms of Office of Officers and Directors We intend to have directors upon completion of this offering. Our board of directors will be 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 stockholders) serving a three-year term. In 122 Table of Contents 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 and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of -and , will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. 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. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration 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 nominate persons to the offices set forth in our amended and restated certificate of incorporation as it deems appropriate. Our amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, 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. We intend to add “independent directors” as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. 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. 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 respective 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 completing an initial business combination. In addition, prior to the completion of this offering, our sponsor will transfer 40,000 Class B founder shares to each of our independent director nominees at their original purchase price. The founder shares will be worthless if we do not complete an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including 123 Table of Contents finder’s and consulting fees, will be paid by the company to 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, 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 proxy solicitation materials or tender offer materials furnished to our stockholders 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 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 completion 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 completion 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 compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A 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. , and will serve as members of our audit committee. Our board of directors has determined that each of , and is independent under Nasdaq listing standards and applicable SEC rules. 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 each of , and qualifies as an “audit committee financial expert” as defined in applicable SEC rules. • appointing, compensating and overseeing our independent registered public accounting firm; • reviewing and approving the annual audit plan for the company; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; • discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; • 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; 124 Table of Contents • appointing or replacing the independent registered public accounting firm; • establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; • monitoring our environmental sustainability and governance practices; • 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; • approving audit and non-audit services provided by our independent registered public accounting firm; • discussing earnings press releases and financial information provided to analysts and rating agencies; • discussing with management our policies and practices with respect to risk assessment and risk management; • reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and • producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be and , and will serve as chairman of the compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of and is independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation; • setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the company’s common stock under Section 16(a) of the Exchange Act (the “Secti