Our officers and directors are as follows: Name Age Position Abidali Neemuchwala 53 Chief Executive Officer and Chairman Burhan Jaffer 41 Chief Financial Officer Satish Gupta 61 Director Steven Freiberg 64 Director Nominee Deborah C. Hopkins 66 Director Nominee Bill Owens 80 Director Nominee Jon Zieger 48 Director Nominee Abidali Neemuchwala, Chief Executive Officer and Chairman Abid Neemuchwala, our Chairman and CEO, is the former CEO of Wipro, one of the largest global IT services firms in the world with over 185,000 employees and over $8 billion in annual revenue as of December 31, 2020. During his tenure from February 2016 to June 2020, Mr. Neemuchwala grew Wipro’s revenue from its digital business at a compound annual growth gate (“CAGR”) of 27% from approximately $1.3 billion of revenue for the first quarter of 2017 on an annualized basis to approximately $3 billion in revenue for the fiscal year ended 2020 through organic growth and acquisitions. Over that period, Wipro’s revenue from its digital business grew from less than 18% of total revenue in fiscal year 2017 to 41% of total revenue in fiscal year 2020. In addition, the company deployed approximately $1.2 billion for mergers and acquisitions and $250 million of venture capital in Wipro Ventures under his leadership, as it sought to scale digital revenues and add complementary offerings to the larger Wipro organization. During his tenure, Wipro also gained significant momentum and value accretion in terms of brand strength. In 2018, Wipro was ranked fifth in brand awareness in digital transformation services according to ITSMA and in 2019, Wipro’s brand was ranked in the top five strongest brands in IT services by Brand Finance. Prior to his leadership role at Wipro, Mr. Neemuchwala built and managed Tata Consultancy Services’ Business Process Outsourcing (BPO) business, which he grew to more than $1.8 billion in annual revenue in fiscal year 2015, from less than $400 million in fiscal year 2009. Under his leadership, the BPO business was one of the fastest growing segments within the overall TCS organization. To enable such industry leading growth, Mr. Neemuchwala deployed a platform-based strategy, acquiring Citigroup’s back-office operations in India (Citigroup Global Services Limited (“CGSL”), which was later renamed TCS eServe Ltd). Mr. Neemuchwala digitally transformed these operations, improving margins from 12% in its acquisition in fiscal year 2009 to 43% in fiscal year 2013. Among other leadership roles held, Mr. Neemuchwala served on the board of directors of Virtusa Corporation from June 2020 to February 2021 while it was a public company, and was part of the team that oversaw its $2 billion sale to private equity firm Baring Private Equity Asia which closed in January 2021. Mr. Neemuchwala is also a Co-Founder and Director in Dallas Venture Capital, a venture fund that has presence in the has a presence in US and India, and currently serves as a member on its board of directors. 117 Table of Contents Burhan Jaffer, Chief Financial Officer Burhan Jaffer, our CFO, was most recently the Chief Strategy and Corporate Development Officer at Conduent, a leading global technology services company with annual revenues in excess of $4 billion during fiscal year 2020 and over 62,700 employees as of December 31, 2020. In this capacity, Mr. Jaffer led the approximately $5 billion spinoff of the software and services business from Xerox in 2016, as well as oversaw activities related to setting up Conduent as a public company listed on the NYSE. In his role, Mr. Jaffer had responsibility and oversight for all aspects of corporate strategy, mergers, acquisitions, capital allocation, investments, and inorganic growth. He also played a leading role in the comprehensive corporate turnaround, debt financing and enterprise transformation program. The enterprise transformation program resulted in over $800 million of savings over five years from fiscal year 2016 to fiscal year 2020. Before joining Conduent, Mr. Jaffer spent 12 years with Infosys, a leading global provider of technology and consulting services, holding several leadership roles. Mr. Jaffer oversaw a variety of strategic investment decisions, special projects and was the architect of its investment philosophy and business model innovation thesis for the strategic reboot of Infosys. In his last leadership role at Infosys, he led the Corporate Finance, Mergers, Acquisitions, and Investments team. Under his stewardship, Infosys developed and launched a $500 million venture fund in 2015 for investing in early-stage start-ups engaged in disruptive technologies such as wearables (Whoop), big data (Trifacta), AI/ML (Trifacta, Waterline Data Science, Unsilo), Cloud (CloudEndure), Unmanned Aerial Vehicle/Drone solutions (Ideaforge), Platform-as-a-Service (Tidalscale), clean tech (Airviz) and AR/VR (DWA Nova). Prior to that, Mr. Jaffer served as a Portfolio CFO at Infosys across multiple business lines, with approximately $4 billion in aggregate revenue from fiscal year 2013 to 2016. Mr. Jaffer is an active social impact investor and part of the MIT-Solve community as a mentor, coach, angel investor and Solver. He is also a venture partner with a NYC based boutique VC, a Board Member for Mission Society and on the Regional Advisory Council for Bottom Line. Satish Gupta, Director Satish Gupta, Director, provides an investment management perspective and is familiar with running accelerated target evaluation processes. Mr. Gupta is founder and CEO of SB International, one of the largest international products suppliers and processors of pipe and tubing for the oil and gas industry. Mr. Gupta is also President and Chairman of Gupta Capital Group, a leader in the energy and specialty steel sectors with a diversified portfolio of eight successful businesses. Over two decades of deal making, Mr. Gupta has overseen numerous acquisitions totaling over $2 billion in transaction value. Steven Freiberg, Director Nominee Steven Freiberg, Independent Director, brings a wealth of fintech subject matter knowledge as well as evaluation expertise. Mr. Freiberg serves as the Chairman of Portage Financial Technology Acquisition Corp, a fintech focused SPAC, Board Vice Chairman of SoFi, Board Chairman of Fair Square Financial and Board Chairman of the Rewards Network as well as a Board member of MasterCard, and Purchasing Power and Regional Management Corporation. Previously, Mr. Freiberg served as the CEO of E*TRADE Financial Corporation, where he led the company back to profitability in the aftermath of the 2008 financial crisis. Mr. Freiberg also held multiple positions at Citigroup over a 30-year period, including serving as the Co-Chairman and CEO of Citigroup’s Global Consumer Group. Finally, Mr. Freiberg serves as a Senior Advisor to The Boston Consulting Group, Verisk Analytics and Towerbrook Capital Partners LP. Mr. Freiberg’s recent experience working on SoFi’s 2020 acquisition of the NEO Bank Platform, Galileo, and merger with Social Capital Hedosophia Holdings V, brings invaluable expertise from a target perspective to demonstrate that Compass Digital will be an attractive partner for potential targets. 118 Table of Contents Deborah C. Hopkins, Director Nominee Deborah C. Hopkins, Independent Director (Director Nominee), brings executive-level experiences in finance, technology and innovation across multiple industries that allow her to bring a unique view to support management teams in pursuit of growth. She is a member of the Board of Directors at Union Pacific, Marsh McLennan, Bridge Investment Group Holdings and privately held Deep Instinct. She is Vice-Chair of St. John’s Health based in Jackson Hole, Wyoming. In 2008 Ms. Hopkins was appointed as Citigroup’s first Chief Innovation Officer, moving to Silicon Valley in 2010 to found Citi Ventures and was its CEO until her retirement from Citigroup in 2016. Previously at Citigroup she was Chief Operations and Technology officer of the company and Senior Advisor to the Corporate and Investment Bank. Prior to joining Citigroup in 2003 as Head of Corporate Strategy and M&A, she was Chief Financial Officer at Lucent Technologies and The Boeing Company and held senior-level positions at General Motors in the US and Zurich and at Unisys Corporation, after starting her career at Ford. Ms. Hopkins was twice named to Fortune’s 10 most powerful women in business. Ms. Hopkins is a former director of E.I. DuPont de Nemours & Company, Virtusa Corporation, Qlik Technologies, and Dendrite International. Ms. Hopkins holds a B.S. in Accounting from Walsh College and honorary doctorate degrees from Westminster College and Walsh College. Bill Owens, Director Nominee Admiral Bill Owens, Independent Director, possess unique private equity and global leadership experience that will be of value to the management team. Admiral Owens is the former Vice Chairman of the Joint Chiefs of Staff, the second-ranking military officer in the United States. Admiral Owens currently serves as the Executive Chairman of Red Bison, a provider of smart building technology. Admiral Owens served as Chairman of CenturyLink Telecom from 2009 to 2017 and Chairman of AEA Investors (Asia), a private equity firm, from 2006 to 2015. He also served as Vice Chairman of the New York Stock Exchange, Asia from 2012 to 2014 and Vice Chairman, CEO of Teledesic from 1998 to 2004, CEO of Nortel Networks Corporation from 2004 to 2005. Admiral Owens served as President, COO and Vice Chairman of SAIC from June 1996 to August 1998. Currently, Admiral Owens serves as director of Wipro Technologies, Tethr, TruU, Versium, Know Labs and Kyrrex. Jon Zieger, Director Nominee Jon Zieger, Independent Director, brings to bear over 20 years of experience and expertise in the areas of corporate law, compliance, and public affairs for technology companies. Mr. Zieger is currently the Executive Director of Responsible Innovation Labs, Inc., a non-profit focused on helping the next generation of technology companies grow responsibly. Previously, Mr. Zieger served as General Counsel, Chief Compliance Officer and Global Head of Public Policy of Stripe, a leading online payments company, from 2012 to 2020. He also served as Associate General Counsel for Microsoft from 2003 to 2012, supporting the company’s online services business, maps, mobile and commerce platform. Finally, Mr. Zieger was an attorney at Perkins Coie LLP from 1997 to 2003 in the technology business group. Mr. Zieger brings tremendous expertise to our board both from a governance standpoint as well as creating value for all stakeholders through accretive synergistic mergers and acquisitions transactions. 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 six members and be 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 general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual 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 Messrs. and , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. , will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Messrs. and , will expire at the third annual general meeting. 119 Table of Contents Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. 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 Nasdaq listing standards 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, 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 four “independent directors” as defined in Nasdaq listing standards and applicable SEC rules prior to completion of 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. Commencing on the date that our securities are first listed on Nasdaq through the earlier of closing of our initial business combination and our liquidation, we may pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, salaries or other cash compensation paid to consultants to our sponsor, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. In addition, our sponsor, 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 by us 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 closing 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 closing 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 effectiveness of the registration statement of which this prospectus forms a part, we expect that 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 of 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 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. 120 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. Jon Zieger, Deborah C. Hopkins and Admiral Bill Owens will serve as the members and Jon Zieger will serve as chair of the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Jon Zieger qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which will detail the principal functions of the audit committee, including: ●assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ●the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ●pre-approving all audit and non-aud