Our current directors and executive officers are as follows: Name Age Title Felipe Gonzalez 35 Chief Executive Officer and Director Jose Luis Cordova 33 Chief Financial Officer and Director Mohsen Moazami 60 Non-Executive Chairman of the Board Hector F. Sepúlveda Reyes Retana 41 Director Boris Salas von Weltzien 46 Director Felipe Gonzalez has served as our Chief Executive Officer and a member of our board of directors since our inception. Since June 2014, Mr. Gonzalez has served as the portfolio manager of Strongrock Capital, a London-based investment office, where he manages a multi-asset portfolio invested across two main strategies: (i) long/short equity mostly in the U.S. public equity markets and (ii) private equity across developed and developing markets. Mr. Gonzalez is focused on the origination, underwriting and management of the investments across all investment strategies. These investments include a wide variety of industries primarily headquartered in the U.S. and also in Europe and Latin America. Additionally, Mr. Gonzalez sits on the board of several of the portfolio companies purchased through the direct private equity strategy. Before joining Strongrock Capital, Mr. Gonzalez was a senior vice-president at Imperial Gestao de Recursos in Rio de Janeiro, Brazil from 2010 to 2013, where he managed a Brazilian fund of funds and co-directed two projects in the private equity space. Prior to that, Mr. Gonzalez was a research analyst at Sciens Capital Management in New York from 2009 to 2010, where he was one of the analysts responsible for covering several hedge fund strategies including equity long/short, global macro, multi-strategy and credit. Mr. Gonzalez received a bachelor’s degree in Business from Universidad de los Andes in Bogota Colombia and a Master of Science in Finance from Boston College. We believe Mr. Gonzalez is well-qualified to serve as a member of our board of directors due to his experience, relationships and contacts. Jose Luis Cordova has served as our Chief Financial Officer and a member of our board of directors since our inception. From November 2019 to December 2020, Mr. Cordova served as Chief Financial Officer of Opes Acquisition Corp. (Nasdaq:OPES), a SPAC that consummated its initial business combination with BurgerFi International Inc. in December 2020. Burgerfi is a fast-growing better-burger concept restaurant with nearly 125 stores in the United States. Since September 2017, Mr. Cordova has been working as a senior portfolio manager at Axis Capital Management, a Mexican private investment firm with over $14 billion in transactions across private equity, private lending, greenfield investments and advisory practices. Before joining Axis Capital Management, Mr. Cordova worked for Deloitte from 2012 to 2015 as vice-president of Corporate Finance managing a team of four associates and four analysts in engagements across different industries such as financial institutions, consumer goods and oil & gas. He has also held roles in investment risk management of equities, fixed income and derivative instruments for large financial institutions. Mr. Cordova is an Industrial Engineer from Pontificia Universidad Catolica del Peru, received an M.B.A. from Cornell University, and is a CFA and CAIA Charterholder. We believe Mr. Cordova is well-qualified to serve as a member of our board of directors due to his experience, relationships and contacts. Mohsen Moazami has served as our Non-Executive Chairman of the Board since January 2021. Mr. Moazami has had a distinguished career in the technology industry spanning various roles from, founder/CEO leading his company to a strong exit, Fortune 100 executive and venture capital investing. He is a 2010 recipient of Ellis Island Medal of Honor. Since March 2019, Mr. Moazami has served as the Managing Partner of Seif Capital, a venture capital firm he founded. Since July 2020, he has also served as Chairman of the Board of Vcinity, a technology company serving the commercial and government markets. From April 2013 to December 2018, Mr. Moazami served as Managing Director of Columbus Nova Technology Partners, a novel global tech investment firm he founded to combine the best attributes of the venture capital and private equity business models. Prior to this, he spent 11 years as a member of the Cisco executive staff where he most recently was on the senior leadership team of the Emerging Markets & Globalization Centre in Bangalore, India and before that seven years at Stanford Business Systems. He has served on a variety of boards including Zoomdata, Aerospike, vArmour, Frame, Deep Instinct and Kaazing. Mr. Moazami received a Bachelors of Science from University of California, San Diego and a Masters in Engineering from Stanford University. We believe Mr. Moazami is well-qualified to serve on our board of directors based on his business experience and relationships and contacts. 65 Table of Contents Hector F. Sepúlveda Reyes Retana has served as a member of our board of directors since January 2021. Mr. Sepulveda’s experience in the entrepreneurial field dates from 2001. In that time, he has founded six enterprises with two successful exits. Since March 2013, Mr. Sepulveda has served as Managing Partner of Intangible, a Mexican “company builder” and “innovation hub” he co-founded which is focused on fostering technological entrepreneurship in Mexico. Since January 2014, Mr. Sepulveda has served as Managing Partner of Mountain Nazca, a venture capital fund focused on Latin America which he co-founded. Since October 2017, he has also served as a Partner of Joystick Ventures, an IP-based venture capital firm he co-founded which is focused in the global video gaming industry. From 2009 to 2012, he served as Chief Executive Officer of LITEBUILT, a company he founded that provides tech-enabled construction solutions to low income housing in Mexico. Mr. Sepulveda currently serves on the board of directors of a number of companies including Miroculus, a biotechnology company, Luuna, an e-commerce company, Albo, a fintech company, Crehana, an edtech company, Ben & Frank, an e-commerce company, Truehome, a property technology company, and Kavak, an e-commerce company. He received an industrial engineering degree from Universidad Iberoamericana, he is a Global Endeavor Entrepreneur, and an OPM candidate from Harvard Business School. We believe Mr. Sepulveda is well-qualified to serve on our board of directors based on his business experience and relationships and contacts. Boris Salas von Weltzien has served as a member of our board of directors since January 2021. Since December 2017, Mr. von Weltzien has served as Managing Partner of Soterios Capital Partners, a private equity platform he founded that is dedicated to generating, designing and executing private equity investments. From September 2012 to November 2017, he served as Group Chief Financial Officer and member of the Executive Committee of AJE Group, a multinational producer and distributor of soft-drink products. From January 2009 to August 2012, Mr. von Weltzien served as a Partner and Head of Infrastructure Investments of Plenium Partners (later Taiga Mistral), an independent Spanish merchant bank and private equity company. Prior to this, he served as a Director of Investment Banking at N+1 (Alantra) and spent 10 years as Director of European Investment Banking at Citigroup. Mr. von Weltzien received a BA (with honors) in European Business Administration from the European Business Programme. We believe Mr. von Weltzien is well-qualified to serve as a member of our board of directors due to his experience, relationships and contacts. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, consisting of Mohsen Moazami, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Hector F. Sepúlveda Reyes Retana and Boris Salas von Weltzien will expire at the second annual meeting. The term of office of the third class of directors, consisting of Felipe Gonzalez and Jose Luis Cordova, will expire at the third annual meeting. Special Advisor We currently expect the following individual to assist us in sourcing, negotiating and consummating a potential business combination and provide his business insights when we assess potential business combination targets. However, he has no written advisory agreement with us. He will not serve on the board or any committee thereof, nor will he have any voting or decision making capacity on our behalf. He will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if he becomes aware of a business combination opportunity which is suitable for us, he is under no obligation to introduce it to us before any other prospective acquiror. Miguel Angel Villegas Vargas has served as our special advisor since September 2020. Mr. Villegas has been working as a Director at Axis Capital since June 2019. Mr. Villegas served as Chief Financial Officer of Opes Acquisition Corp. from December 2017 to October 2019. He also served as Chief Financial Officer and member of the board at Integradora de Servicios Petroleros Oro Negro, SAPI de C.V. (“ISPON”), an entity affiliated with Axis Capital Management, from 2014 until May 2019, and served as its Vice President of Investments from 2013 to 2014. ISPON filed a voluntary petition for restructuring in Mexico on September 11, 2017 and initiated a parallel restructuring proceeding in the United States in April 2018. Mr. Villegas served as a member of the board of Navigatis Radiance Pte Ltd, a company that owns, operates and manages offshore support vessels, from January 2017 until June 2019. Since September 2017, Mr. Villegas has served as a member of the board of Navix de Mexico, a private specialty finance company, where he also was a Senior Originator Associate from 2009 to 2011. He also has served as a member of the board or Realix Invesco I (“Realix”), a real estate platform, since April 2018. Navigatis, Navix and Realix are companies affiliated with Axis Capital Management. Prior to that, Mr. Villegas worked for Citigroup as Relationship Manager and Credit Analyst from 2005 to 2009. Mr. Villegas received a Bachelor of Arts in Financial Management, summa cum laude, from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an M.B.A. from Wharton Business School. 66 Table of Contents Executive Compensation No executive officer has received any cash compensation for services rendered to us. Commencing on the date of this prospectus through the acquisition of a target business or our liquidation of the trust account, we will pay our sponsor $10,000 per month for providing us with office space and certain office and secretarial services. However, this arrangement is solely for our benefit and is not intended to provide our officers or directors compensation in lieu of a salary. Other than the $10,000 per month administrative fee, the payment of consulting, success or finder fees to our sponsor, officers, directors, initial stockholders or their affiliates in connection with the consummation of our initial business combination and the repayment of the aggregate $150,000 of loans made by our sponsor to us, no compensation or fees of any kind will be paid to our sponsor, initial stockholders, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of consulting, success or finder fees payable by us upon consummation of an initial business combination. Additionally, there is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC. Director Independence Currently Boris Salas von Weltzien, Hector F. Sepúlveda Reyes Retana and Mohsen Moazami would each be considered an “independent director” under the Nasdaq listing rules, which 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, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Any affiliated transactions will be on terms no less favorable to us than could be obtained from independent parties. Our board of directors will review and approve all affiliated transactions with any interested director abstaining from such review and approval. Audit Committee Effective upon the date of this prospectus, we will establish an audit committee of the board of directors, which will consist of Boris Salas von Weltzien, Hector F. Sepúlveda Reyes Retana and Mohsen Moazami, each of whom is an independent director under Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: • reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; • discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; • discussing with management major risk assessment and risk management policies; • monitoring the independence of the independent auditor; • 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; 67 Table of Contents • reviewing and approving all related-party transactions; • 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 auditor, including the fees and terms of the services to be performed; • appointing or replacing the independent auditor; • determining the compensation and oversight of the work of the independent auditor (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; and • approving reimbursement of expenses incurred by our management team in identifying potential target businesses. Financial Experts on Audit Committee The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq’s listing standards. Nasdaq’s standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Boris Salas von Weltzien qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. Nominating Committee Effective upon the date of this prospectus, we will establish a nominating committee of the board of directors, which will consist of Boris Salas von Weltzien, Hector F. Sepúlveda Reyes Retana and Mohsen Moazami, each of whom is an independent director under Nasdaq’s listing standards. 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, stockholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, 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 stockholders. 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 stockholders and other persons. 68 Table of Contents Compensation Committee Effective upon the date of this prospectus, we will establish a compensation committee of the board of directors, which will consist of Boris Salas von Weltzien, Hector F. Sepúlveda Reyes Retana and Mohsen Moazami, each of whom is an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: • reviewing and approv