Our officers and directors are as follows: Name Age Position Steven J. McLaughlin 52 Co-Chairman Eugene Yoon 46 Co-Chairman John Lawrence Furlong 52 Chief Executive Officer Jaskaran Heir 32 Chief Financial Officer Jonathan Corr 53 Director Nominee Steven J. McLaughlin has served as our Co-Chairman of the board of directors, and as a director, since inception. Mr. McLaughlin is the CEO and 100% beneficial owner of FT Partners, which he founded in 2001. He has over 25 years of leadership and experience in FinTech and financial services and is regarded as an important thought-leader and pioneer in the global emergence of FinTech. Since founding FT Partners in 2001, Mr. McLaughlin has grown the firm to more than 150 employees, expanded its office presence from its headquarters in San Francisco to New York City and London, and has solidified its position as a leading global investment bank exclusively focused on FinTech. FT Partners has advised on nearly 300 M&A, financing and advisory transactions over its history, and Mr. McLaughlin was ranked #1 on the list of “Most Influential Dealmakers in FinTech” in the FinTech Finance 40 by Institutional Investor in November 2018. Prior to founding FT Partners, Mr. McLaughlin worked for Goldman Sachs, where he was a member of the Financial Institutions Group and became one of the earliest and senior-most investment bankers in the firm’s Financial Technology Group. He began his career in the Financial Management Program and Corporate Audit Staff at General Electric Corp. Mr. McLaughlin earned an MBA from the Wharton School at the University of Pennsylvania and a bachelor’s degree (with a concentration in Finance) from Villanova University. Eugene Yoon has served as our Co-Chairman of the board of directors, and as a director, since inception. Mr. Yoon is the founder and Managing Partner of Sagemount, a growth-focused technology private investment firm with 22 investment professionals and a team of operating professionals. Mr. Yoon has over 20 years of investing and advisory experience, has evaluated thousands of investment opportunities and has personally led dozens of investments for some of the most respected private investment firms in the industry. Since founding Sagemount in 2012 with the raising of $500 million in committed capital, Mr. Yoon led fundraises for two additional equity funds and two credit funds, bringing the firm’s cumulative committed capital to $3.5 billion. Mr. Yoon and Sagemount have made investments in 46 FinTech, software and tech-enabled services companies and Sagemount has expanded from a founding team of five investment professionals to 22. Mr. Yoon was ranked #1 on the list of “Top 40 Under 40 Growth Investors” by GrowthCap in July 2014. Prior to founding Sagemount, Mr. Yoon served as the Head of Private Equity for Goldman Sachs’ Americas Special Situations Group, where he led and managed numerous investments in private companies including Vivint, LifeLock and Amber Road. Mr. Yoon served as a board member to each of Vivint, LifeLock and Amber Road until founding Sagemount in 2012. Before joining Goldman Sachs, Mr. Yoon served as a Partner at Great Hill Partners, a growth-focused private equity firm. Prior to that, Mr. Yoon was Director of Corporate Development at Geocast Network Systems and an investment banker at Donaldson, Lufkin & Jenrette. Mr. Yoon earned both his M.B.A. and a bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania. John Lawrence Furlong has served as our Chief Executive Officer since inception. Mr. Furlong has over 25 years of banking and finance experience and has been a Managing Director at FT Partners for approximately 11 years. During his career as an investment banker at both Goldman Sachs and FT Partners, Mr. Furlong has worked with large numbers of businesses across a number of sectors, with a particular emphasis on financial 134 Table of Contents services and financial technology. He has advised clients on a myriad of transaction types, including significant numbers of private and public company debt and equity financings (including numerous IPO transactions) and large numbers of M&A transactions. Prior to joining FT Partners in 2010, Mr. Furlong was a partner in a start-up media business in Los Angeles. Before that, he was a senior banker at Goldman Sachs and a member of that firm’s Financial Institutions Group in New York, London and Los Angeles. He began his career as a commercial banker at BB&T Corp. in 1993. Mr. Furlong earned an MBA from the Wharton School at the University of Pennsylvania and a bachelor’s degree (with a concentration in Finance) from East Carolina University. Jaskaran Heir has served as our Chief Financial Officer since January 28, 2021. Mr. Heir has approximately 10 years of private equity and investment banking experience. Mr. Heir is currently a Vice President at Sagemount, and has been with the firm since 2014. At Sagemount, Mr. Heir has worked on numerous investments, including the firm’s investment in Open Lending. Prior to joining Sagemount, Mr. Heir was an associate at CIVC Partners, LP and an analyst at Moelis & Company. Mr. Heir holds a bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania. Jonathan Corr will serve as one of our Directors as of the effective date of the registration statement. Mr. Corr has over 25 years of experience in technology leadership, corporate strategy and acquisitions. Currently, Mr. Corr is serving on the Mortgage Bankers Association board of directors and is on its audit committee. He is also an investor and advisor to several private technology companies. Mr. Corr served as CEO of Ellie Mae, Inc. (“Ellie Mae”) from February 2015 through October 2020, and as its President from February 2013 through October 2020. During his tenure as President & CEO, Mr. Corr took Ellie Mae private with Thoma Bravo, LLC in April 2019 at an equity valuation of approximately $3.7 billion. Within approximately eighteen months, in September 2020, he oversaw the sale of Ellie Mae to Intercontinental Exchange, Inc. for $11 billion. Prior to serving as President, Mr. Corr served as Ellie Mae’s Chief Operating Officer from November 2011. Prior to that, he held the roles of Executive Vice President and Chief Strategy Officer from November 2009 through November 2011 (during which time he helped lead Ellie Mae’s IPO in April 2011), Chief Strategy Officer from August 2005 through November 2009, and Senior Vice President of Product Management from October 2002 through August 2005. During his 18 year tenure at Ellie Mae, the company grew, both organically and through acquisitions, from under $10 million to nearly $1 billion in revenue. Prior to joining Ellie Mae, Mr. Corr served in executive and management positions at PeopleSoft, Inc., Netscape Communications Corporation, KANA Software, Inc., BroadBase Software, Inc., and Rubric Inc. Mr. Corr holds a bachelor’s degree in Engineering from Columbia University and an MBA from the Stanford University Graduate School of Business. We believe Mr. Corr’s extensive corporate strategy and transactional 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 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 , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of and will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Steven J. McLaughlin and Eugene Yoon 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 135 Table of Contents 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 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. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that [ ] are “independent directors” as defined in Nasdaq listing standards. 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. 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 reimburse affiliates of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month, in the aggregate In addition, our sponsor, executive officers and directors, or 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 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 and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. In addition, as discussed elsewhere in this prospectus, we may engage FT Partners as a financial advisor in connection with our initial business combination and pay to FT Partners customary financial advisory fees in an amount that constitutes a market standard financial advisory fee for comparable transactions. 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 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 136 Table of Contents 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 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 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 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 two standing committees: an audit 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. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of our board of directors. Jonathan Corr will serve as a member of our audit committee, and [ ] will chair the audit committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Mr. Corr meets the independent director standard under Nasdaq’s listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Corr qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the 137 Table of Contents preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of our board of directors. Mr. Corr will serve as a member of our compensation committee. Under Nasdaq’s listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Mr. Corr is independent and [ ] will chair the compensation committee. 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, if any is paid by us, 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 on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis 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 officers and employees; • if required, 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. Notwithstanding the foregoing, as indicated above, other than the payment to affiliates of our sponsor in the aggregate of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses and the potential payments of financial advisory engagement fees, no compensation of any kind, including finders, consu