Our officers, directors and director nominees are as follows: Name Age Title Peter Bordes 58 Executive Chairman and Chief Executive Officer Michael E.S. Frankel 53 President and Chief Financial Officer Paul Sethi 41 Lead Director Jonathan Bond 63 Director Nominee Ninan Chacko 56 Director Nominee Elisabeth H. DeMarse 67 Director Nominee Executive Team Our management team is led by Peter Bordes, Michael E.S. Frankel and Paul Sethi, who together bring more than 80 years of experience investing in and operating technology-enabled companies. Mr. Bordes and Mr. Sethi have closely collaborated on a number of business ventures and investments, including Fraud.net where they are both investors and Mr. Bordes is a board member, Kubient, Inc. where Mr. Sethi was an investor and Mr. Bordes was the Chief Executive Officer and 2048 Ventures where Mr. Bordes is an investor and Mr. Sethi is a partner. Mr. Frankel and Mr. Sethi have worked together for over twelve years, most notably on Mr. Sethi’s acquisition of Redbooks from LexisNexis in 2010, with Mr. Frankel overseeing the sale process as LexisNexis’ Senior Vice President of Corporate Development and subsequently serving as an advisor to the company. Mr. Peter Bordes Mr. Peter Bordes has been our Executive Chairman and Chief Executive Officer since February 2021. Mr. Bordes has over 30 years of experience as an entrepreneur, chief executive officer, investor and board member of multiple private and public media, ad tech and technology companies. Since May 2012, he has been the managing partner of Trajectory Capital, a family office investment fund focused on disruptive innovation in private and public companies. Mr. Bordes was the Chief Executive Officer of Kubient, Inc. (NASDAQ: KBNT), a cloud-based advertising marketplace with artificial intelligence powered ad fraud prevention, from May 2019 to October 2020 and currently serves as a member of the board of directors of Kubient, Inc.. As the Chief Executive Officer, Mr. Bordes led the company through its successful initial public offering in August 2020. Mr. Bordes was also previously the founder and Chief Executive Officer of MediaTrust Inc., a performance marketing ad exchange, where he helped lead the company through its early stages and, in 2009, was named the 9th fastest growing company in the United States by Inc. 500. Mr. Bordes also currently serves on the board of directors of Beasley Broadcast Group, Inc. (NASDAQ: BBGI). Mr. Bordes joined the board of directors of Beasley Broadcast Group, Inc. following the sale of the radio division of Greater Media, Inc., a cable, radio and newspaper conglomerate, to Beasley Broadcast Group, Inc. for $240 million in July 2016. Mr. Bordes served on the board of directors of Greater Media, Inc. and was actively involved in sale of Greater Media, Inc. to Beasley Broadcast Group, Inc. Mr. Bordes has also served on the board of directors of Alfi, an artificial intelligence and machine learning company, since February 2021. Since January 2017, Mr. Bordes has been the co-founder and the managing director of TruVest, an impact real-estate investment, development and technology company. Since January 2018, he has also been an investor and serves on the board of directors of Fraud.net, an artificial intelligence powered, cloud-based fraud prevention infrastructure platform. Since November 2018, Mr. Bordes has also been a co-founder, investor and member of the board of directors of MainBloq, a modular digital asset trading platform. 126 Table of Contents Mr. Bordes received a Bachelor of Science in Communication, Business and Media Studies from the New England College. Mr. Michael E.S. Frankel Mr. Michael E.S. Frankel has been our President and Chief Financial Officer since February 2021. Mr. Frankel has over 30 years of experience in public and private M&A and as a senior executive at multiple public and private technology-related companies. Mr. Frankel has advised on or led over 60 M&A transactions representing more than $15 billion in transaction value throughout his career as well as more than 50 equity/debt transactions representing more than $10 billion in transaction value. Since May 2015, he has been a Senior Vice President, Managing Director and Head of Deloitte New-venture Accelerator, where he leads the Portfolio Operations and Growth Strategy for a portfolio of growth technology businesses at Deloitte. Prior to Deloitte, Mr. Frankel served as the Chief Financial Officer of 50onRED, an advertising technology company, and was the Chief Financial Officer of comiXology, a high-growth digital comics platform. At comiXology, Mr. Frankel built out the finance and product strategy teams, helped execute and close financings and helped structure comiXology’s sales process and terms of sale to Amazon in 2014. Mr. Frankel was previously the Senior Vice President and Global Head of Business Development and M&A at LexisNexis. During his time at LexisNexis, Mr. Frankel completed 18 deals. Prior to LexisNexis, Mr. Frankel was the Senior Vice President of Corporate Development & Strategy at Information Resources / Symphony Technology Group, LLC, completing three deals. Prior to Information Resources / Symphony Technology Group, LLC, Mr. Frankel was Vice President of Business Development at G.E. Capital, where he was responsible for M&A, divestitures, equity investments, joint ventures and partnerships, helping execute four deals. Prior to G.E. Capital, Mr. Frankel was Vice President and General Manager of Directory Services and Vice President of Corporate Development of Verisign (NASDAQ: VRSN), where he led 20 deals. Mr. Frankel was previously a Vice President in the Global Industries Group at Merrill Lynch, Pierce, Fenner & Smith Incorporated and an M&A lawyer at Skadden, Arps, Slate, Meagher & Flom LLP. During his time with both firms, Mr. Frankel completed over 40 deals, including advising multiple Fortune 100 clients on acquisition and equity/debt offerings. Mr. Frankel served on the board of directors of Onvia, Inc. (NASDAQ: ONVI) as well as the boards of directors and advisory boards of several private growth technology companies. Mr. Frankel received a Juris Doctorate, Master’s in Business Administration, Master’s in International Relations and Bachelor of Arts in Political Science from the University of Chicago. Mr. Paul Sethi Mr. Paul Sethi has been our Lead Director since February 2021. Mr. Sethi has over 20 years of experience as an investor in and operator of multiple technology-related public and private companies. Since January 2019, he has been a Managing Partner and Co-Founder of 2048 Ventures, an early-stage venture fund focused on technology-differentiated ventures and backed by more than 50 notable technology company founders, senior executives and venture capitalists. Prior to founding 2048 Ventures, from November 2010 to May 2018, Mr. Sethi was the Chief Executive Officer of Redbooks, a leading sales intelligence platform focused on the marketing and advertising industry, used by thousands of professionals globally, including at ABC Disney, Adobe, Conde Nast, Dun & Bradstreet, Facebook, Google, LinkedIn, NBC Universal, Nielsen, etc. Mr. Sethi acquired Redbooks from LexisNexis in 2010 and, during his 7-year tenure as the Chief Executive Officer, Mr. Sethi scaled the team, technology and product offerings and, in 2018, successfully sold the company to List Partners, LLC, a Northlane Capital Partners 127 Table of Contents platform. Since 2014, Mr. Sethi has also been a co-founder of Robuzz, a machine learning and natural language processing platform providing real-time news alerts, and deployed the technology via APIs into publishing, marketing and information services enterprises. Earlier in his career, Mr. Sethi was a Partner / Analyst at Iroquois Capital Management, a public equities fund focused on small and micro-cap investments in diversified technology companies. As an investor, Mr. Sethi has served as an early backer of multiple high-profile technology companies, including Flexport, Transfix, SeatGeek, LearnVest, Enigma and Zinier, and in companies acquired by Airbnb, Amazon, Blackstone, Chegg, Discovery, Facebook, Marketo, Motorola, Pinterest, Randstad, Twitter, Uber and Wish. He is also a limited partner of numerous high-profile funds, including Union Square Ventures, SV Angel, Lowercase Capital, Boldstart Ventures, Eniac Ventures, Cowboy Ventures, Bullpen Capital, Inspired Capital, MetaProp and Casa Verde. Mr. Sethi received a Master’s in Business Administration from Columbia Business School and a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. He is also currently an Expert in Residence at the Wharton School of the University of Pennsylvania and Columbia Business School, a mentor to Techstars and Entrepreneurs Roundtable Accelerator programs and an advisor to Open Fortune and Transfix. Board of Directors Mr. Jonathan Bond Mr. Jonathan Bond has agreed to serve as a member of our board of directors. Mr. Bond is one of the advertising and marketing industry’s most recognized thought leaders and entrepreneurs, with over 35 years of experience. He previously was the Co-Founder and Chief Executive Officer of KBP. Prior to KBP, Mr. Bond served as the Chief Executive Officer of Big Fuel (now part of Publicis), one of the world’s largest social media agencies that serves blue chip clients. He helped establish iballs, one of the first online media agencies, which sold to Microsoft in the early 2000s. He also co-founded Media Kitchen and Varick under the KBP umbrella. From 2015 to December 2016, Mr. Bond was the founder of Tomorro LLC, an innovation consultancy. From January 2017 to June 2018, Mr. Bond was the Co-Chairman at The Shipyard, a full-service advertising agency focused on data science, which acquired Tomorro LLC. From June 2017 to June 2020, Mr. Bond was the Chairman and director of SITO Mobile, Ltd. He is currently fractional CMO/partner of Blue Bear Protection, Lacure and Halo Collar and a member of the board of directors of Sonobi, Inc. Mr. Bond has had investments and/or board roles at White Ops, Compound (formerly known as Metamorphic Ventures), TZP Group, Victors and Spoils (now part of Havas), Simplifi, Appinions, Data Xu, BlackBook magazine and Klout. Mr. Bond received a Bachelor of Arts from Washington University (St. Louis). Mr. Ninan Chacko Mr. Ninan Chacko has agreed to serve as a member of our board of directors. Mr. Chacko currently serves as senior advisor to McKinsey & Company. From September 2015 to January 2020, Mr. Chacko has served as the Chief Executive Officer Internova Travel Group. Internova Travel Group is one of the largest retail, corporate and entertainment travel companies in North America and the United Kingdom. The company had sales of over $20 billion in 2016 and more than 4,000 employees in 2018. He executed an aggressive growth strategy employing cutting-edge marketing and technology, and the company also acquired more than 20 travel firms during his tenure at Internova Travel Group. Prior to joining Internova Travel Group, he served as the Chief Executive Officer of PR Newswire. During his tenure, PR Newswire enjoyed significant organic growth from product innovation and international expansion. Before his tenure at PR Newswire, Mr. Chacko was the Chief Commercial Officer of Worldspan, the worldwide travel information, e-commerce and technology service provider. He was a founding member of the buyout consortium management team that acquired Worldspan from Delta Air Lines, Northwest Airlines and American Airlines, and served as the Chief Commercial Officer until its sale to Travelport Worldwide Ltd. Prior to Worldspan, Mr. Chacko spent more than 13 years with Sabre Holdings. 128 Table of Contents Mr. Chacko received his Master of Science and Bachelor of Science in Aerospace Engineering from the University of Kansas. He completed Harvard Business School’s Advanced Management Program and the London Business School’s Spencer Stuart Directors’ Forum, and earned his Certified Travel Counselor (CTC) from The Travel Institute. Ms. Elisabeth H. DeMarse Ms. Elisabeth H. DeMarse has agreed to serve as a member of our board of directors. From 2012 to March 2016, Ms. DeMarse served as the President and Chief Executive Officer and chair of the board of directors of TheStreet, Inc. Ms. DeMarse diversified The Street, Inc. from a B2C ad supported retail stock picking business to B2B global M&A, data and news businesses. Ms. DeMarse spent 10 years as the Chief Marketing Officer for Bloomberg LP working directly for the founder, Michael Bloomberg. Her Glassdoor Chief Executive Officer ranking is 100% and her companies have been voted best Media Company to work for. She is currently a member of the board of directors of Kubient, Inc. and a member of the board of directors and a chair of the audit committee of Clever Leaves Holdings Inc. (NASDAQ: CLVR). Ms. DeMarse previously served as a member of the boards of directors of ZipRealty (ZIPR), InsWeb Corp (INSW), Internet Patents Corporation (INTP), Edgar-Online (EDGR), Heska Corporation (HSKA), Incredimail (MAIL), Stockgroup (SWB), LiveDeal (LIVE), YP.com (YP), Nedsense (NEDSE), All Star Directories and ProNoun. Ms. DeMarse received her MBA from Harvard Business School and her Bachelor of Arts from Wellesley College. She is also a member of The Committee of 200. Advisory Board We have established an advisory board for the purpose of assisting our management team with sourcing and evaluating business combination opportunities and establishing plans and strategies to optimize any business that we acquire. Unlike our management team, members of our advisory board are not responsible for managing our day-to-day affairs and have no authority to engage in substantive discussions with business combination targets on our behalf. To best align the incentives of members of our advisory board with those of our stockholders, each advisor will invest in our sponsor and be eligible to share in a portion of the appreciation in founder shares and private placement warrants, provided that we successfully complete a business combination. In addition, we may reimburse members of our advisory board for any out-of-pocket expenses incurred by them in connection with the search for business combination targets before or after the consummation of our initial business combination. We have not entered into any formal arrangements or agreements with any member of our advisory board to provide services to us, and no member of our advisory board has any fiduciary obligations to present business opportunities to us. Mr. Anthony C. Abena Mr. Anthony C. Abena has agreed to serve as a member of our advisory board. Since October 2014, he has been an Executive in Residence at Deloitte, the world’s largest professional services firm. Previously, he was the Chief Operating Officer of Deloitte Investments and Managing Director of Deloitte New-Venture Accelerator, an internal investment vehicle and business incubator for alternative IP/technology-driven businesses. Since 2020, he has also served as an Operating Advisor at Lightview Capital, a private equity firm focused on tech-enabled business services. From September 2016 to March 2020, Mr. Abena was an Operating Partner at Seven Peaks Ventures, the largest Oregon-based venture firm focused on investing in early-stage technology companies and entrepreneurs. From 2014 to 2017, Mr. Abena was also the Chairman and Chief Executive Officer of Insite Software, which was acquired by Insight Venture Partners in 2019. He was also the Chief Technology Officer and Chief Operating Officer at techies.com, President at Gartner Institute and Vice President of Product at Gartner, Inc. He has also personally invested as an angel and served on the boards of directors of human 129 Table of Contents resources data startups ZapInfo (acquired by Indeed.com in 2020) and MyAlerts (acquired by ESW Capital, LLC in 2018), content/commerce analytics startup Docalytics (acquired by Contently in 2016), IP/patent analytics startup PatentCore (acquired by RELX, formerly known as Reed Elsevier, in 2015) and SaaS candidate management startup Jobs2Web (acquired by SAP (NYSE: SAP) in 2011). Mr. Abena earned his MBA from the University of Minnesota and Bachelor of Science from Lewis and Clark College. Mr. Manmeet S. Bhasin Mr. Manmeet S. Bhasin has agreed to serve as a member of our advisory board. Mr. Bhasin is a Silicon Valley-based serial entrepreneur, who brings deep industry experience in data security, database architecture security, multi-ecosystem (both on-premise and cloud) data presence, and offshore software development. From January 2007 to November 2020, he was the founder and Chief Executive Officer of venture-backed growth company, Dataguise, acquired by Thompson Street Capital Partners’ PKWare in 2020. Dataguise helped Fortune 1000 companies accelerate personal data discovery and protection and minimize risks and costs as they stored and used data to drive business value. Mr. Bhasin led the company from start up to final acquisition, in the course of which he raised over $50 million. Prior to founding Dataguise, Mr. Bhasin was a senior executive at Miri Infotech, an information technology software and solutions company based in Fremont, California. As a senior data security specialist, he has led large data consolidation projects at Nine West in the course of the company’s acquisition process and enabled an enterprise-wide WebMethods program to unify data presentation. He has also led the Oracle global services business, focused on sales operations. Since November 2020, he has been an advisor at PKWare and has been consulting with Thompson Street Capital Partners, working in the areas of data security, personal data protection and zero trust initiatives for customers. Mr. Bhasin earned his MCA from Thapar Institute of Engineering and Technology. Mr. Sameer Jagetia Mr. Sameer Jagetia has agreed to serve as a member of our advisory board. Mr. Jagetia, CFA, has been the Chief Executive Officer of CFA Society New York since October 2020. Prior to joining CFA Society New York, Mr. Jagetia co-founded in April 2014 the tech company Robuzz LLC, a machine learning and natural language processing company, and has worked been involved with Robuzz LLC until October 2020. He previously acquired Redbooks in 2010 and then successfully managed the sale of Redbooks in a private equity backed transaction, spinning off the IP from the business in 2018 to create Robuzz LLC. Previously, Mr. Jagetia served as Vice President of Investments with TCS Capital Management, LLC, a global technology, media and telecom hedge fund, and was part of the Global Communications investment banking group at Salomon Smith Barney. Mr. Jagetia earned his Bachelor of Science and Bachelor of Arts in Finance / Economics from the Wharton School of the University of Pennsylvania. 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 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. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of [ ], will expire at our first annual general meeting. The term of office