Officers, Directors and Director Nominees Our officers, directors and director nominees are as follows: Name Age Position Adam Felesky 45 Chief Executive Officer and Director Ajay Chowdhery 38 Chief Financial Officer, Chief Operating Officer and Director Nominee Paul Desmarais III 39 Director Steven Jay Freiberg 64 Director Nominee Stuart Charles Harvey, Jr. 59 Director Nominee G. Thompson Hutton 66 Director Nominee Seraina Macia 52 Director Nominee Jason Michael Pate 34 Director Nominee Our directors, director nominees and officers are as follows: Adam Felesky has been our Chief Executive Officer and a director since our inception. Mr. Felesky has served as the Chief Executive Officer of Portage Ventures since August 2016 and is based in Toronto. He has served as the Executive Chairman of KOHO Financial Inc. since August 2017 and has served as a Director for Wealthsimple Financial Corp. since June 2017; Borrowell Inc. since April 2017; HD Insurance Ltd. (Hellas Direct) since February 2019; Socotra, Inc. since February 2021; and Alpaca since July 2020; among numerous other FinTech companies, and he also has served on the Advisory Board for Clark Germany GmbH since April 2018. Between May 2005 and January 2015, he served as the Founder and former CEO of Horizons Exchange Traded Funds, and a director and founding investor of BetaShares Exchange Traded Funds in Australia. Previously, from August 2001 to May 2003, Mr. Felesky worked in J.P. Morgan’s Derivatives group in New York. Mr. Felesky began his career in investment banking at J.P. Morgan Canada from April 2000 to August 2001 and CIBC World Markets from September 1999 to April 2000. Mr. Felesky is the recipient of a B.Eng. in Civil Engineering and a B.A. in Political Science from McMaster University. We believe that Mr. Felesky’s breadth of experience in FinTech, including as an investor, as well as his prior service on boards, makes Mr. Felesky qualified to serve on our board of directors. Ajay Chowdhery has been our Chief Financial Officer and Chief Operating Officer since inception, and will serve on our board of directors following the completion of this offering. Mr. Chowdhery has extensive experience and a strong track record as an investor, advisor, and operator in the financial services and FinTech industries. Prior to joining us, Mr. Chowdhery served as a mergers and acquisitions (M&A) professional at Visa Inc. from July 2015 to April 2021, one of the largest payments networks globally, and premier investment banks, including Barclays from March 2011 to April 2014 and Perella Weinberg Partners from April 2014 to July 2015. During his six years at Visa Inc., as a leader in the Corporate Development team, Mr. Chowdhery worked closely with Visa’s C-suite on identifying and executing acquisitions and investments. Mr. Chowdhery helped revive the M&A and investments function, significantly accelerating the pace of deal activity. During Mr. Chowdhery’s tenure as a Corporate Development professional, Visa completed over 25 transactions with a cumulative value of over $24 billion across the payments and broader FinTech industry. Earlier, as an investment banker with Barclays and Perella Weinberg Partners, Mr. Chowdhery led numerous corporate engagements including M&A, joint ventures, carve-outs, recapitalizations, and strategic alternative assessments to startups, public and private companies across the globe in the financial services and FinTech industries. Mr. Chowdhery earned a Master of Business Administration from Duke University’s The Fuqua School of Business. We believe that Mr. Chowdhery’s investment and M&A expertise in the financial services and FinTech industries makes him well qualified to serve on our board of directors. Paul Desmarais III has been a director on our board of directors since inception. Mr. Desmarais has served as the Chairman and CEO of Sagard Holdings since May 2016, the Executive Chairman and Co-Founder of Portage Ventures since August 2016, and the Chairman and Co-Founder of Diagram Venture since February 2016. Within the investment portfolios of Portage Ventures and Sagard Holdings, he has served as the Chairman of Wealthsimple Financial Corp. since April 2015 and Dialogue Technologies Inc. (TSX: CARE) since January 2020, a director of KOHO Financial Inc. since May 2015 and Grayhawk Investment Strategies since March 2020, and a board observer of Nesto since December 2020. Mr. Desmarais previously served as a director of Personal Capital from December 2016 to August 2020. Mr. Desmarais has also served with Power Corporation of Canada since May 2014, and is currently Senior Vice President. He has also served on the boards of Groupe Bruxelles Lambert since April 2014 and Imerys since May 2014. Prior to his current role, Mr. Desmarais worked at Goldman Sachs from July 2004 to May 2009 in the Investment Banking Division, Investment Strategy Group, and Special Situations Group; Imerys from September 2010 to July 2012 in supply chain management and strategy; and Great-West Lifeco Inc. from September 2012 to May 2014 in risk management. Mr. Desmarais is a recipient of a B.A. in economics from Harvard College and holds an MBA from INSEAD in France. We believe that Mr. Desmarais’ deep finance expertise and investing knowledge make him well qualified to serve on our board of directors. 114 Table of Contents Steve Freiberg will serve on our board of directors following the completion of this offering. Mr. Freiberg has served as the Vice Chairman of the Board of Directors of SoFi since September 2017, Board Chair of Fair Square Financial, LLC since July 2014, Rewards Network since 2017 and a Director of MasterCard since September 2006, Regional Management since July 2014, and Purchasing Power, LLC since 2017. Additionally, he is the Founder of Grand Vista Partners and a Senior Advisor to Boston Consulting Group, Verisk Analytics, and TowerBrook Capital Partners. Mr. Freiberg’s previous experience includes 30 years at Citigroup from 1980 to 2010 with notable roles that included Co-Chairman and CEO of Citigroup’s Global Consumer Group, with responsibility for all consumer and commercial banking globally. At that time, the Group spanned 53 countries, 230,000 employees, a $1 trillion managed balance sheet, and $12 billion of earnings. In addition, he was a member of Citigroup’s Executive, Operating and Management Committees as well as a Board Member of Citibank NA and the Citigroup Foundation. From March 2010 to October 2012 he was the CEO of E*Trade and Board Chair from 2011 to 2012. At E*Trade he successfully addressed a number of significant challenges facing the company and under his leadership the business returned solidly to profitability, balance sheet related issues were remediated, and growth accelerated to rival top industry competitors. We believe that Mr. Freiberg’s experience as a director and chief executive officer of public and private companies and his finance background make him well qualified to serve on our board of directors. Stuart Charles Harvey, Jr. will serve on our board of directors following the completion of this offering. Mr. Harvey currently serves as Chairman and Director of Trustwave Holdings (since September 2008) and as an independent director of Engage2Excel and Weave Communications, Inc. He also is the former Chairman of Paysafe Group, a multinational payments company, from April 2018 to April 2021. From September 2018 to September 2019, he was Executive Chairman of Wageworks, Inc., a consumer directed benefits company that was sold to HealthEquity Inc. for $2.1 billion. Prior to joining the Company, from November 2016 to January 2018, Mr. Harvey served as the President and Chief Operating Officer of Piper Jaffray Companies. In this role, he led the operations of the firm’s global investment banking, equities, public finance, fixed income and asset management businesses. Mr. Harvey rejoined Piper Jaffray in November 2015 as a partner in its merchant banking group, having previously served as a managing director at Piper Jaffray in its investment banking group from 1993 to 2003. Mr. Harvey previously held senior leadership positions including chairman, CEO and president of Ceridian Corporation from August 2010 to August 2015, and Chairman and CEO of Comdata, Inc., a subsidiary that was split off by Ceridian. During his tenure at Ceridian, Mr. Harvey directed Ceridian’s acquisition of Dayforce Corp. in 2012, and the sale of Comdata, Inc. to Fleetcor Technologies, Inc. for $3.45 billion in 2014. From 2003 to 2010, Mr. Harvey was with Elavon Global Acquiring Solutions, Inc., a subsidiary of U.S. Bancorp, becoming president in 2005 and CEO in 2008, where he had global responsibility for the business, including leading its international expansion efforts. We believe that Mr. Harvey’s broad finance, operating and investing experience, as well as his knowledge of M&A and capital markets transactions, make him well qualified to serve on our board of directors. G. Thompson Hutton will serve on our board of directors following the completion of this offering. Mr. Hutton has served as the Chairman of the Board of Directors of SoFi since September 2017 and a director of SoFi since June 2012. Mr. Hutton previously served as interim Chief Executive Officer of SoFi from September 2017 to March 2018. Mr. Hutton has served as the Managing Partner of Thompson Hutton, LLC (“Thompson Hutton”), an investment management firm since 2000. He also founded and has served as Managing Partner of XL Innovate fund, a venture capital fund, since 2000. He has also served as a Board member of Lemonade Inc. since 2015 and previously served as a Board member of Safeco Field and Montpelier Re Holdings Ltd., among numerous other private and venture-backed companies. Mr. Hutton has previously held leadership roles in several financial services and related technology businesses. He founded New Energy Risk in partnership with XL Group in 2011 and served as CEO until starting XL Innovate in 2015. He has various non-profit roles and interests in secondary school education and energy/environmental initiatives. We believe that Mr. Hutton’s experience investing in financial services and related technology businesses and his current and prior roles as a director and executive officer of various companies make him well qualified to serve on our board of directors. Seraina Macia will serve on our board of directors following the completion of this offering. Ms. Macia has served as CEO and Co-Founder of Joyn Insurance, a newly created technology-focused underwriter of small and middle market insurance in the US, since October 2020. She has served as a member of the board of directors of Credit Suisse Group since April 2015, and currently sits on their risk committee. She previously served as a Board Member of the Food Bank for New York City from June 2013 to February 2019, and has served as their Chairwoman since February 2019. She has served as Board Chair of BanQu Inc since June 2018. Previously, from July 2017 to August 2020, Ms. Macia was Executive Vice President and CEO of Blackboard Insurance, a technology-focused insurance subsidiary of AIG, as well as Executive Vice President of AIG. Ms. Macia rejoined AIG from Hamilton Insurance Group, where she served as CEO of Hamilton USA from October 2016 to July 2017, leading the group’s US operations. Before being named CEO of Hamilton USA, Ms. Macia served as CEO and Executive Vice President of Regional Management and Operations at AIG from January to March 2016, and prior to that, served as CEO and President of AIG EMEA from November 2013 to December 2015, with responsibility for 47 countries across Europe, the Middle East, and Africa. Before joining AIG, she held several senior positions including CEO of XL Insurance North America from September 2010 to November 2013; President of Zurich North America Commercial Specialties business from July 2007 to August 2010; and Head of Investor Relations and Rating Agency Management of Zurich Insurance Group from May 2002 to March 2006. Before joining Zurich Insurance Group, Ms. Macia served as a founding partner and financial analyst for NZB NeueZuercher Bank in Switzerland between December 2000 and April 2002. Between 1990 and 2000, she held various management positions in underwriting and finance at Swiss Re in Switzerland and Australia. In 2009, Ms. Macia was nominated as Young Global Leader by the World Economic Forum and was a Business Insurance Women to Watch honoree the same year. She holds an MBA from Monash University in Australia and is a CFA charterholder. We believe that Ms. Macia’s experience in financial services and as a director of various public and private companies make her well qualified to serve on our board of directors. 115 Table of Contents Jason Pate will serve on our board of directors following the completion of this offering. Mr. Pate has served as the Head of Business Development and Corporate Development at Plaid since February 2018 with responsibility for business development, product partnerships, corporate strategy, investments and acquisitions. At Plaid, Mr. Pate has supported the company’s expansion into new products, new geographies, and new use cases across digital finance. Mr. Pate led the acquisition of Quovo and Plaid’s sale to Visa. Prior to Plaid, Mr. Pate served as VP of Corporate Strategy & Development at Rubicon Global from June 2016 to February 2018 and Co-founder of Tava from August 2012 to March 2016. Mr. Pate began his career at Bain and Company, serving from October 2009 to August 2012. Mr. Pate is an active investor/advisor and has previous experience serving as a Director of the Coca-Cola Foundation from 2009 to 2017 and the Sanford School of Public Policy from 2007 to 2009. We believe that Mr. Pate’s business development and operating experience make him well qualified to serve on our board of directors. 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 Seraina Macia and G. Thompson Hutton, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Jason Michael Pate, Stuart Charles Harvey, Jr. and Ajay Chowdhery, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Adam Felesky, Paul Desmarais III, and Steven Jay Freiberg, 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 vacancy. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following 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 will 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. 116 Table of Contents Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Steven Jay Freiberg, Stuart Charles Harvey, Jr., G. Thompson Hutton, Seraina Macia, and Jason Michael Pate 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 Unlike many blank check companies, until the completion of our initial business combination or our liquidation, we expect to reimburse our sponsor or an affiliate of our sponsor monthly for the compensation expenses related to three individuals dedicated to provide services to us (including Mr. Chowdhery) in an amount not to exceed $900,000 per year, in the aggregate. We expect that Mr. Chowdhery, as our Chief Financial Officer, will perform all the duties incident to the office of chief financial officer of a corporation, including administering our financial arrangements and accounting policies, our internal control policies and our relationship with the financial community. We also expect that Mr. Chowdhery (along with the other individuals dedicated to us) will have a significant role in helping identify potential target businesses and performing due diligence with respect to such businesses. In addition to the reimbursement of our sponsor or any of its affiliates for the above expenses, 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 (a) reimburse an affiliate of our sponsor for office space and secretarial, administrative and other services provided to us in the amount of $10,000 per month; and (b) reimburse our sponsor or any of its affiliates for any out-of-pocket expenses (or an allocable portion thereof), to the extent that any of them incurs expenses related to identifying, investigating, negotiating and completing an initial business combination (including any travel expenses). On or prior to the closing of the initial business combination we will also reimburse our sponsor or its affiliates for formation and other pre-IPO expenses incurred on our behalf, not to exceed $900,000. Our executive officers and directors, or their respective affiliates, will also 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