Our officers, directors and director nominees are as follows: Name Age Position Dominik Richter 35 Chairman Roman Kirsch 32 Chief Executive Officer and Director Spyro Korsanos 48 Chief Financial Officer Manuel Stotz 36 Director Nominee Jonathan Teklu 33 Director Nominee Jeronimo Folgueira 39 Director Nominee Dominik Richter has been the Chairman of our board of directors since February 2021. Mr. Richter is the founder and Chief Executive Officer of HelloFresh SE, a Frankfurt listed e-commerce food solutions company with a market cap of more than $10 billion as of December 30, 2020. Founded in 2011, the company had raised over $300 million in total funding by 2017 and was backed by high-profile investors such as Insight Venture Partners, Baillie Gifford and QIA, among others. In October 2017, the company successfully completed its initial public offering and continued to execute on its global growth and operations across 3 continents and 14 different countries. In his function as the Chief Executive Officer of HelloFresh, Mr. Richter was also able to successfully complement organic growth with strategic acquisitions, including the acquisition of Factor75 in 2020 and the acquisition of GreenChef in 2018, both of which were based in the United States, as well as a number of smaller M&A transactions. He has invested in many private companies and has been a trusted partner to founders and entrepreneurs. Mr. Richter holds a Master of Science degree from the London School of Economics in Accounting and Finance and holds an MBA from a leading German business school WHU—Otto Beisheim School of Management. Roman Kirsch has been our Chief Executive Officer and a member of our board of directors since February 2021. Mr. Kirsch is a Berlin-based serial entrepreneur and investor in technology and consumer internet space, with experience in founding four companies and investing in more than 20 companies in Europe, where he has been a trusted partner to founders and entrepreneurs. In January 2016, Forbes Magazine US listed Mr. Kirsch in its “30 under 30” Europe list for retail and e-commerce. Companies founded by Mr. Kirsch include Casacanda in 2011, a design and home décor company that was later acquired by Fab.com in 2012, and Lesara in 2013, a vertically integrated fashion retail brand, which was awarded as fastest growing tech company in Europe in 2016 and won the Gartner Price for Retail Innovation in 2018, among others. Lesara filed for bankruptcy in November 2018. From 2013 onwards, Mr. Kirsch started co-founding and investing into digitally native consumer brands through his Rapid Pioneers Group. In 2013, he was a founding investor in Amorelie, which became one of the leading love-toys and lingerie companies in Europe before being sold to ProSiebenSat.1 in 2015. Mr. Kirsch was also an early backer of Instagram direct-to-consumer pioneer Fitvia in 2015, which was acquired in 2019 by Frankfurt-listed Dermapharm, and an investor in several rising stars in the European consumer technology space. Mr. Kirsch holds a business degree from the German business school WHU—Otto Beisheim School of Management. He also has a Master of Science degree from the London School of Economics in Accounting and Finance. Spyro Korsanos has been our Chief Financial Officer since February 2021 and is the managing partner of our affiliate investment advisor. Mr. Korsanos has over 20 years of experience in the technology and media industry. He is the founding managing partner of Fuse 146 Table of Contents Venture Partners (“Fuse”), an investment advisory firm with offices in London, Berlin and Luxembourg and our affiliate investment advisor. Fuse focuses on direct venture capital and growth investments in the European technology sector. Fuse has advised leading European and global technology investors, including Rocket Internet and SoftBank, and various technology ventures in Europe, such as Delivery Hero and HelloFresh in connection with strategic growth initiatives, corporate development initiatives and M&A . For instance, Mr. Korsanos and Fuse led and managed acquisitions of certain businesses on behalf of Delivery Hero, which represent a significant portion of Delivery Hero’s revenues today. From 2015 to 2020, Mr. Korsanos served as a founding partner and founding member of the Investment Advisory Committee of Global Founders Capital (“GFC”). In such capacity, he reviewed and approved more than 300 technology investments from two of GFC’s Luxembourg-based global Internet technology funds, which were the largest Internet venture funds in Europe at the time of their close. Investments covered all funding stages from pre-seed to pre-IPO funding across multiple continents. Mr. Korsanos was recognized as a “TMT M&A Rising Star” at the TMT Finance Awards in London in 2017. Mr. Korsanos holds an MBA from INSEAD (France) and a Bachelor of Laws and a Bachelor of Economics degrees from the University of Sydney. Our Independent Directors The following individuals have agreed to serve on our board of directors as independent directors upon the effectiveness of the registration statement of which this prospectus forms a part. Manuel Stotz will serve on our board of directors following the completion of this offering. Mr. Stotz is the founder, Chief Executive Officer and portfolio manager of Kingsway Capital, a London-based investment firm founded in 2015, focused on long-term investments in high-quality franchises in branded consumer goods and consumer internet, in both frontier and emerging markets. He started his career at Goldman Sachs Investment Partners and was a portfolio manager at London-based THS Partners in 2013 before founding Kingsway. Mr. Stotz holds a degree in Economics from the London School of Economics. He serves on the board of the Sohn Conference Foundation London and was the founder of the London School of Economics “Pass The Torch” scholarship program. Jonathan Teklu will serve on our board of directors following the completion of this offering. Mr. Teklu is an experienced entrepreneur and an active investor. After Mr. Teklu sold his online media company Global Leads Group, where he served as a co-founder and Chief Executive Officer, to Holtzbrinck Digital, he co-founded the investment firm Springstar. As managing partner of Springstar, Mr. Teklu was part of the team investing in and supporting Airbnb’s internationalization in 2011/2012. He has invested in several technology companies, including some of Europe’s most successful startups such as Amorelie, Choco, Delivery Hero, One Football and Trade Republic. Mr. Teklu currently serves as Venture Partner at Creandum, a leading European early-stage venture fund, and as an advisor, the first investor and a member of the board of directors of The Collective, a leading Co-Living developer and operator. German, with Ethiopian roots, Mr. Teklu was elected as Global Shaper by the World Economic Forum in 2012 and built the Berlin Hub as founding curator. In 2016, Mr. Teklu was featured on Forbes magazine’s “30 under 30” list. He holds a business degree from WHU—Otto Beisheim School of Management. Jeronimo Folgueira will serve on our board of directors following the completion of this offering. Mr. Folgueira served as Chief Executive Officer of Spark Networks SE (NYSE: LOV), which was known as Affinitas GmbH prior to the 2017 merger with Spark Networks Inc, from 2015 until 2019, and he was a member of the board of directors of Spark Networks SE until 147 Table of Contents August 2020. Mr. Folgueira led Spark Networks SE through three M&A transactions and listed the business on the New York Stock Exchange in November 2017. Before joining Spark Networks SE, he held several senior management positions in the media and entertainment industries, including as managing director at Betfair plc (now Flutter Entertainment plc) from 2014 to 2015, managing director at Bigpoint S.à r.l from 2011 to 2014 and Senior Strategy Executive at RTL Group from 2008 to 2011. He holds an MBA from Columbia Business School and a Bachelor’s degree in Economics from University of Navarra, Spain. Investment Advisory Board In addition to our management team and board of directors, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be supported by the investment advisory board consisting of the following advisors. We currently expect our advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform any board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our advisors are shareholders in our sponsor, none of our advisors (other than our affiliate investment advisor) have any employment, consulting fee or other similar compensation arrangements with us. Victor Jacobsson will serve as one of our advisors upon the effectiveness of the registration statement of which this prospectus forms a part. In 2004, Mr. Jacobsson co-founded Klarna, one of Europe’s most highly valued private fintech companies, providing payment solutions for 90 million consumers across more than 200,000 merchants in 17 countries. Klarna is a Swedish bank that provides online financial services such as “buy now pay later” services for e-commerce sites, payments for online storefronts, direct payments, post purchase payments and more. Over the last eight years, Mr. Jacobsson has also acted as an independent advisor and investor, providing advice to entrepreneurs on operational and strategic matters and assisting investors in assessing and managing private equity investments. Mr. Jacobsson holds a MSc in Business and Economics, majoring in Accounting and Financial Management from the Stockholm School of Economics. Jan Beckers will serve as one of our advisors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Beckers is the founder and chief investment officer of BIT Capital, a hedge fund focused on investing in publicly listed technology companies in Europe, the United States and China, with over $1 billion assets under management as of 2020. Mr. Beckers’ “BIT Global Internet Leaders” funds delivered strong net returns in 2020 and outperformed the market. Mr. Beckers is a serial entrepreneur in the internet sector, who has founded company building platforms in three industries: Finleap, in the fintech industry, Heartbeat Labs, in the HealthTech industry, and Hitfox, in the adtech and data industry. He was also the founder of Fyber (Xetra: FBEN:GR). Mr. Beckers was named “Entrepreneur of the Year” in Germany by Ernst & Young in 2014. A fund affiliated with Mr. Beckers is an anchor investor in this offering. Thomas Griesel will serve as one of our advisors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Griesel co-founded HelloFresh with Mr. Richter in 2011 and is responsible for the international segment of the company. Mr. Griesel previously worked at OC&C Strategy Consultants and started a range of his own businesses. He graduated from WH—Otto Beisheim School of Management with a degree in International 148 Table of Contents Business Administration in 2009, and from the London Business School with a Masters degree in Management in 2010. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and 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 Nasdaq 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 Nasdaq. The term of office of the first class of directors, consisting of Mr. Stotz, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Teklu and Mr. Folgueira, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Kirsch and Mr. Richter, will expire at the 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. 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 officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of Nasdaq require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of Messrs. Stotz, Teklu and Folgueira is an “independent director” as defined in Nasdaq listing standards and applicable SEC rules. We intend to have a majority of independent directors on our board following this offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us, except as indicated below. Commencing on the consummation of this offering through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $15,000 per month from funds held outside the trust account for up to 24 months, which will be paid to our affiliate investment advisor for identifying, investigating and completing an initial business combination. Our sponsor or certain of its shareholders will also pay $35,000 per month to our affiliate investment advisor for up to 24 months, and will pay a fee of $1,500,000 less the amounts previously paid by us or the sponsor (or certain of its shareholders), in the event of a successful business combination. In addition, our sponsor, 149 Table of Contents 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, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from 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 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, 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 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders 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 Upon the effective date 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 nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 150 Table of Contents 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. Messrs. Stotz, Teklu and Folgueira will serve as members of our audit committ