Our Management Team We are led by an experienced team of operators, managers, board members and investors in leading private and public companies. Members of our management team are passionate about scaling global technology companies through long-term business growth. Our team includes industry veterans within the technology community who have deep roots throughout a growing target market, including personal relationships with founders, entrepreneurs, executives and private and public investors. In addition, the diversity of our team gives us access and credibility in different verticals and communities. The distinct background of our team differentiates us and will allow us to create more robust and proprietary deal-flow. Our management team is led by our Chairman and Co-Chief Executive Officer, A. Lanham Napier, our Co-Chief Executive Officer and director, Zeynep Young, and our Chief Financial Officer, Chief Investment Officer and Secretary, Tanner Cerand, each of whom has significant experience building, operating and investing in innovative technology companies that compete on a global scale. A. Lanham Napier, Co-Chief Executive Officer and Chairman Mr. Napier has extensive experience across the technology ecosystem. Mr. Napier is the Chief Executive Officer of BuildGroup, which he co-founded in 2015, and BuildGroup LLC, which he co-founded in 2017, to invest in and grow leading SaaS and technology companies by partnering with marketplace leaders. Currently, Mr. Napier sits on the Board of Directors for Anaconda, Inc., BenefitFocus, Inc. (NASDAQ: BNFT), DigniFi and Teal Systems, among others. Prior to BuildGroup and BuildGroup LLC, Mr. Napier worked at Rackspace Hosting, Inc. (“Rackspace”) (NYSE: RAX) where from April 2000 through February 2014, he led Rackspace from $1.7 million to $1.5 billion in revenue and served as Chief Executive Officer beginning in 2006. Through his leadership at Rackspace, it was named on Fortune’s “100 Best Companies to Work For.” Mr. Napier also served as a Director at Silver Ventures from 1997 through 2000 and began his career as an analyst at Merrill Lynch in 1993. Mr. Napier received his MBA from Harvard Business School and his BA from Rice University. Zeynep Young, Co-Chief Executive Officer and Director Ms. Young has extensive experience as a business executive and entrepreneur, having founded and scaled multiple technology and data companies. From March 2020 through November 2020, 2 Table of Contents Ms. Young was Chief Executive Officer of Calytera, an Austin, Texas-based government technology company which was acquired in November 2020 by Granicus, Inc. Prior to this, Ms. Young was a Venture Partner at Next Coast Ventures LLC (“NCV”), which she joined in March of 2017. During her tenure at NCV, she also consulted with technology and social enterprise clients on growth strategies and profit improvement initiatives. Ms. Young was also the Founder and Chief Executive Officer of Double Line, Inc., a leading data management and services company focused on the K-12 education and government verticals, which she founded in 2009. She led the company to a successful exit in 2016. Prior to this, she was Portfolio Director, Texas for The Michael & Susan Dell Foundation from October 2005 through February 2009 where she oversaw a portfolio of investments in market-leading technologies in education and healthcare. Ms. Young began her career at McKinsey & Company in 1997, where she advanced to Associate Principal. At McKinsey & Company, Ms. Young was one of the leaders in the global technology practice, with focus on revenue growth strategies. Ms. Young received her MBA from Northwestern University Kellogg School of Management and her BA from Rice University. Tanner Cerand, Chief Financial Officer, Chief Investment Officer and Secretary Mr. Cerand has served as the Vice President of Investment Research at BuildGroup since October 2018. Prior to this, he was a Director at Vista Equity Partners Management, LLC (“Vista”), a leading technology private equity firm, where he served from November 2013 through October 2018. At Vista, Mr. Cerand led Business Development and Research teams and their strategies. Before this position, Mr. Cerand was a Senior Research Manager and Healthcare Team Leader for Gerson Lehrman Group, a New York-based technology enabled professional education services company. From 2006 through 2011, Mr. Cerand worked at UBS Investment Bank (“UBS”) where he was an Associate Director. While at UBS, Mr. Cerand held various roles across The Swiss National Bank Stabilization Fund, the Proprietary Trading Desk and the Structured Products Group. Mr. Cerand began his career at Ferris, Baker Watts, Inc. in June 2004. Mr. Cerand received his BSc from Cornell University. We believe our management team’s substantial operational knowledge combined with deep experience in the private and public markets will make us an attractive partner for companies seeking a clear and efficient path to listing on a national U.S. exchange. Based on our strong track-record, as well as diverse experience, we believe the team will attract strong and differentiated deal flow. ∎ A. Lanham Napier: Led Rackspace from a small private company generating $1.7 million in revenue to a global public company generating $1.5 billion in revenue from 2000 to 2014, working with investors like Norwest and Sequoia along the way. Built an extensive network of founders, operators and investors over his career. ∎ Zeynep Young: Over 20 years of experience driving profitable growth in high potential technology companies, including serving as Chief Executive Officer of Calytera and Double Line, Inc., both of which achieved successful exits. Active in venture capital and female entrepreneurship networks, which have allowed her to create differentiated relationships with early-stage investors and entrepreneurs. ∎ Tanner Cerand: Over 15 years of financial markets experience, with over seven years recently focused on software and technology deal sourcing and research across BuildGroup and Vista Equity Partners. Through this work, he has built relationships with hundreds of CEOs, as well as over a hundred institutions across North America, including venture capital firms, growth equity firms, private equity firms, investment banks, law firms and accounting firms. With respect to the foregoing experiences of our management team, past performance by our management team, BuildGroup LLC and their respective affiliates, including investments and 3 Table of Contents transactions in which they have participated and businesses with which they have been associated, is not a guarantee either (1) that we will be able to identify a suitable candidate for our initial business combination or (2) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team or their affiliates or any related investment’s performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. None of the members of our management team have any experience working with any blank check companies or special purpose acquisition companies. For more information on the experience and background of our management team, see the section entitled “Our Management Team.” Market Opportunity We believe our expertise and connections in the technology market will provide us with a competitive advantage as we seek to identify an attractive target in the technology industry. Although not exclusively, we will initially focus on the SaaS, ISS and Fintech markets. SaaS We believe the COVID-19 pandemic has accelerated positive industry tailwinds such as the digitization of industries, proliferation of new technologies and increased use of cloud hosting which makes the SaaS industry an attractive market opportunity. These industry tailwinds are expected to continue to drive outsized growth as nascent, cutting-edge technologies accelerate technology adoption to address business and societal needs. The large worldwide SaaS market is growing at an accelerated pace with aggregate revenue generated in 2019 reaching approximately $110 billion. According to industry estimates, the market is expected to grow at approximately a 15% CAGR through 2024. From 2011 to 2018, the global software industry has generally outperformed the overall market in terms of market capitalization growth. By targeting SaaS companies, we believe we can acquire a business that can scale in a capital-efficient manner and drive long-term growth and capital appreciation for investors. ISS Given Mr. Napier’s experience at Rackspace, we believe that we are well-positioned to take advantage of the accelerated growth in the ISS industry, particularly in cloud infrastructure. According to industry estimates, total worldwide spending on cloud software and services is expected to surpass $1.0 trillion in 2024 at a 15.7% CAGR. By 2022, approximately 55 to 60% of organizations worldwide are expected to use an external service provider’s cloud-managed service offering, up from 30% in 2018. By 2021, approximately 75% of enterprise customers seeking cloud-managed Infrastructure-as-a-Service and Platform-as-a-Service solutions are expected to require multi-cloud capabilities from a cloud managed service provider, up 30% from 2018. Fintech The accelerating pace of technological change is highly evident to us in the financial services ecosystem today. Traditional software companies are increasingly adopting Fintech solutions to deepen customer relationships and capture incremental spend. This includes expansion into payments, lending, insurance and other embedded financial solutions that drive more favorable unit economics and retention. According to current industry estimates, the global Fintech industry is expected to grow from $5.5 trillion in 2019 to $19.6 trillion in 2025. In addition, the global payments industry is expected to grow from $1.9 trillion in 2018 to $2.7 trillion in 2023. Drivers of this growth include accelerating partnerships between Fintech companies and banks, whereby emerging 4 Table of Contents technologies are reshaping customer demand and expectations, growth in e-commerce sales, continued improvements in omni-commerce and growth in mobile and contactless payments. Business Strategy Our business strategy is to leverage our management team’s industry knowledge, strategic vision, operational expertise and business connections built over decades in the technology industry, in combination with the resources available to BuildGroup and its affiliates, to identify and complete our initial business combination with a company that our management and board of directors believe has compelling long-term value creation potential. We anticipate our management team will leverage its partnership, investment experience, deep network and technology industry expertise to identify and generate attractive acquisition opportunities amongst technology companies. BuildGroup has investment experience across various stages of the business lifecycle and investment types, from early-stage through majority buyout transactions and private investment in public equity transactions. BuildGroup’s team has served in key leadership roles. For example, Mr. Napier grew Rackspace from a small private company generating $1.7 million in revenue to a global public company generating $1.5 billion in revenue from 2000 to 2014 and served as Chief Executive Officer beginning in 2006. Under his leadership, Rackspace became a leading managed hosting solutions company, with over 5,600 global employees serving hundreds of thousands of business customers across four continents as of the end of 2013, while being one of the fastest-growing firms listed on the New York Stock Exchange. Additionally, as Chief Executive Officer of Calytera and Double Line Inc., Ms. Young has an established track record of scaling and growing technology companies, leading both companies to successful exits. We believe we possess the following tools to drive value creation through the business combination: ∎ Software and Technology Expertise: Our management team has deep experience managing and investing in fast-growing businesses as they scale within an evolving technology landscape. Members of our management team are operators who understand the best practices needed to scale a business over the long-term. ∎ Experienced Operators: BuildGroup has deep operational and investment expertise across members of our management team for both private and public companies. BuildGroup has team members who have served in senior leadership positions for public companies and served on the board of public companies. They have experience operating businesses at scale and within the framework and regulation of public markets. They have also successfully navigated various aspects of the execution and transition from being a private company to a publicly traded company. ∎ Industry Connections: Our management team has built extensive relationships across the technology ecosystem through our experience as operators, founders, investors and board members. We believe we can leverage our industry connectivity to assist in the successful selection of our initial business combination and subsequently support our target company. ∎ Investment Experience: Our management team has the experience and track record investing and growing companies with a focus on returns to investors over the long term. We have a deep understanding of how to build relationships through trust and partnership, coupled with legal and financial rigor required to effect a successful transaction and drive long-term value creation. In addition, many companies desire to have publicly traded shares to provide liquidity to employees and investors, create a currency for mergers and acquisitions and enhance their profile for potential 5 Table of Contents consumers and business partners. We believe our strong relationships with private and institutional investors will help us conduct a smooth transition into the public capital markets for a target company. Business Combination Criteria Consistent with our business strategy, we expect to identify companies that we believe have compelling long-term growth potential. We intend to use the below criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter our initial business combination with a target business that does not meet these criteria and guidelines. We will seek to acquire companies or assets which align with our investment philosophy and exhibit a significant share of the following characteristics: ∎ Large and Growing Market: We are targeting software and technology companies with strong market growth prospects and which can benefit from the extensive expertise, networks and insights from our management team. ∎ Robust Growth Opportunity: We are focused on businesses that have a promising growth trajectory. We believe that these businesses can benefit from access to incremental capital and resources to sustainably scale over the long-term. ∎ Strong Competitive Advantage: We seek to invest in businesses which have compelling technology and competitive differentiation factors to successfully grow in a fast-paced, evolving technology landscape. We believe businesses and markets with high barriers to entry and strong value propositions are important aspects to drive predictable growth. ∎ Established Management Team: We intend to seek companies with experienced management teams, many of whom are highly experienced operators and founders. We intend to spend significant time assessing the leadership teams and culture. ∎ Technological Strength and Differentiation: We aim to evaluate metrics such as recurring revenues, cross-sell success, churn rates and pipeline over time to identify businesses whose products or services are differentiated and can provide long-term growth opportunity. ∎ Opportunity to Add Value: We intend to seek businesses in which we believe we can add value through our differentiated expertise, connectivity and industry experience. We seek to be a long-term partner to drive scalable growth by leveraging our best practices and the knowledge developed through our collective experience and BuildGroup resources. ∎ Benefit from Being Public: We intend to work with companies which can benefit from becoming a public entity which includes broader access to debt and equity providers, greater brand presence and/or liquidity to fund acquisitions or further growth. ∎ Strong Community Involvement: We intend to identify companies that have a positive impact in the communities that they serve. We believe this is a critical element to driving sustainable, long-term value for all stakeholders. These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. 6 Table of Contents Initial Business Combination NYSE listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in the trust account). We refer to this as the 80% of net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target,