Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Katherine Power ​ ​ ​ ​ 40 ​ ​ ​ Chief Executive Officer and Director ​ Dana Settle ​ ​ ​ ​ 48 ​ ​ ​ Chairperson of the Board ​ Karen Cate ​ ​ ​ ​ 56 ​ ​ ​ Director Nominee ​ Brianna Mobrem ​ ​ ​ ​ 33 ​ ​ ​ Chief Financial Officer ​ Our Founding Team Katherine Power has been our Chief Executive Officer since October 2020. Ms. Power currently serves as the chairperson and CEO of Clique Brands, Inc., a global media and consumer brands company she co-founded in 2007. Ms. Power also currently serves as the CEO and a director of Offspring Beauty Co. (dba Versed), a carbon-neutral clean beauty company she founded as the brand Versed under the umbrella of Clique Brands, which was later spun out in September 2018 as a standalone company. More recently and since February 2019, she co-founded and has served on the board of Avaline Ltd., a clean wine brand formed in partnership with actress Cameron Diaz. Since September 2019, Ms. Power has also served as director and CEO of Power Beauty Co. (dba Merit), a cosmetics company, through which her next beauty concept — prestige color cosmetics brand Merit — will launch in January 2021. Ms. Power started her career as the West Coast Editor of Elle Magazine. We believe Ms. Power is qualified to serve on our Board of Directors because of her experience in the beauty and fashion industries as well as her executive experience at numerous companies. Dana Settle has been the Chair of our Board of Directors since October 2020. Ms. Settle is a co-founder and managing partner at Greycroft, a venture capital firm. She serves on its investment committee and has been responsible for raising over $2 billion in total capital commitments. Since Greycroft’s inception in 2006, Ms. Settle has led investments in technology-enabled, consumer-focused businesses including Acorns, Anine Bing, Avaline, Bumble, Clique Brands, Goop, Happiest Baby, Merit, Prima, Scopely, Seed, The RealReal (Nasdaq: REAL), Thrive Market, and Versed, amongst others. Ms. Settle’s investments have resulted in exits which include the IPO of The RealReal, sale of Trunk Club to Nordstrom, sale of Maker Studios to Disney, and sale of AwesomenessTV to DreamWorks, amongst others. Ms. Settle currently serves on the Board of Directors of IMAX Corporation (NYSE: IMAX), Baby2Baby, and a number of Greycroft portfolio companies. Ms. Settle holds a Bachelor of Arts in Finance and International Studies from the University of Washington and a Master of Business Administration from Harvard Business School. We believe Ms. Settle is qualified to serve on our Board of Directors because of her investment experience and her service as a director at numerous companies. Karen Cate will serve as one of our directors following the completion of this offering. Since January 2019, Ms. Cate has served as the Chief Financial Officer and Head of Operations for Thrive Market, Inc., an e-commerce retailer focused on healthy and natural products. Ms. Cate has over 25 years of experience in grocery, beauty, consumer packaged goods, manufacturing, eCommerce and wholesale. From December 2017 to January 2019, Ms. Cate served as the Chief Financial Officer and Chief Operations Officer of Kendo Brands, Inc., a prestige beauty incubator and a division of LVMH Moet Hennesey Louis Vuitton se (OTCMKTS: LVMUY). Prior to joining Kendo Brands, Ms. Cate was the Chief Financial Officer of TOMS.com, LLC (dba TOMS), a shoe and apparel company, a position she held from June 2015 to October 2017. Prior to that, Ms. Cate was the Chief Financial Officer of International Coffee & Tea, LLC (dba The Coffee Bean and Tea Leaf) from February 2014 to June 2015. Ms. Cate holds a Bachelor of Science in Accounting from California State Polytechnic University, Pomona, and a Master of Business Administration from Claremont Graduate University. Ms. Cate is also a certified public accountant (inactive). We believe Ms. Cate is qualified to serve on our Board of Directors because of her global finance and operations expertise. 112 TABLE OF CONTENTS Brianna Mobrem is currently the President and Chief Financial Officer at Clique Brands, Inc, a position she has held since January 2019. Ms. Mobrem joined Clique Brands in 2012, and has spent the past eight years building its finance and operations departments while spearheading the strategic planning for new business opportunities. Ms. Mobrem has overseen multiple fundraising rounds for Clique Brands, and complex transactions including strategic acquisitions, spinouts, and the sale of two portfolio brands to IAC/​InterActiveCorp in 2018. Ms. Mobrem holds a Bachelor of Arts in Business Economics with a concentration in Accounting from the University of California, Santa Barbara. 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 appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of , will expire at our first general annual meeting. The term of office of the second class of directors, consisting of , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , will expire at our third annual general meeting. 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 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 appointment 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 provides that our officers may consist of one or more chairperson of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence The rules of Nasdaq 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 with the company which in the opinion of the company’s board of directors, could 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 “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that 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. Executive Officer and Director Compensation By December 4, 2020, our sponsor transferred an aggregate of 140,000 founder shares to certain of our board members, board nominees, officers and consultants. Such shares will not be subject to forfeiture in the event the underwriters’ over-allotment is not exercised. 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 partner 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 our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust 113 TABLE OF CONTENTS 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 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 founding 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 founding 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 founding team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our founding team 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 three standing committees: an audit committee, a nominating 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. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. 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           will serve as members of our audit committee. Our board of directors has determined that each of           are independent. will serve as the Chairperson of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq 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. 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; ​ 114 TABLE OF CONTENTS • 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; ​ • 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 will serve as chairperson of the nominating committee. Our board of directors has determined that each of 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 Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; ​ • should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ​ • should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. ​ The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. 115 TABLE OF CONTENTS 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                   will serve as chairperson of the compensation committee. Our board of directors has determined that each of are independent. 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, 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 the compensation of all of our other Section 16 executive officers; reviewing our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ​ • producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of E