Our officers, directors and director nominees are as follows: Name Age Position Joseph E. Parsons 63 Co-Executive Chairman, Treasurer and Director Robert C. Daugherty 56 Co-Executive Chairman, Secretary and Director Michael T. Moe 58 Chief Executive Officer and Director Joy Chen 45 Independent Director Nominee Rachael Jarosh 52 Independent Director Nominee James W. Runcie 57 Independent Director Nominee Lev Gonick 61 Independent Director Nominee Joseph E. Parsons is our Co-Executive Chairman and a Director. Since January 2015, he has served as a managing member of 1913 Ventures LLC, a private investment firm. Between March 2010 and January 2014, he served as a member of the management committee and as an advisor to Bridgewater Associates, where he was a leader in the transition from a founder led organization to an institutional quality enterprise, with specific focus on the recruitment of key talent and the transformation of existing business functions. Previously, between 1997 and 2010, Mr. Parsons served in multiple roles at GE, including as CEO of four business units at GE Capital (GE Global Investment Management; GE Real Estate/Americas; GE Private Equity; and GE e-Business). Earlier in his career, Mr. Parsons held leadership roles at Merrill Lynch, KPMG and Sovereign National Management, advising and structuring transformative acquisitions, leading integration activities and building high performance teams. Mr. Parsons’ board experience includes serving as a director of both public and private companies including KnowledgeShares.Org, Regency Centers Corp. (NYSE:REG), Wine.com and MetaProp NYC (since January 2019). Mr. Parsons also worked frequently with the GE Capital board of directors while at GE. Mr. Parsons is also on the University of Connecticut’s Foundation board of directors. Mr. Parsons holds a B.S. in Finance from the University of Connecticut School of Business and an M.B.A. from the University of Arkansas at Fayetteville. We believe that Mr. Parsons’ experience makes us well suited to identify, source, negotiate and execute an initial business combination. Robert C. Daugherty is our Co-Executive Chairman and a Director. Since September 2015, Mr. Daugherty has served as dean of the Forbes School of Business & Technology (FSTB). He is responsible for defining FSTB’s strategic priorities and for providing the resources and management to pursue them. Since 2000, Mr. Daugherty has served as a member of the investment committee for Hudson Pacific Group, a multi-family office focused on value oriented, growth investing. From May 2010 to December 2011, he served as CEO of the Jack Welch Management Institute. From January 2002 to March 2010, Mr. Daugherty was a managing director at Knowledge Investment Partners Education Company LLC, an investment management firm focused on the education sector. Between August 2013 and December 2018, Mr. Daugherty served a five-year term as a Fulbright Scholar Specialist, a program funded by the U.S. State Department with a focus on Africa and the Middle East. Mr. Daugherty also writes a regular column for Forbes China on investing, education and leadership. Mr. Daugherty holds a B.A. in Economics from Harvard University, an M.Phil in Management from the University of Cambridge and an MALS in American Studies from Columbia University. We believe that Mr. Daugherty is well qualified to serve as a director due to his extensive investment and private equity experience. Michael T. Moe is our Chief Executive Officer and a Director. Since November 2010, Mr. Moe is the founder and CEO of GSV Asset Management (GSV), a growth focused investment platform based in Silicon Valley. Mr. Moe is an advisor to and on the Investment Committee of the GSV Ventures fund, a fund investing in the emerging education technology sector. GSV Ventures has invested in companies such as Coursera, Course Hero, Photomath, and Guild Education. He is also the co-founder of the ASU GSV Summit conference, a conference in the education sector. Prior to GSV, from June 2001 to September 2008, Mr. Moe was the co-founder and CEO of ThinkEquity Partners LLC, a growth focused investment firm. From 1998 to 2001, he was head of global growth research at Merrill Lynch and was voted to be on the Institutional All American Research Team and named “Best on the Street” by the Wall Street Journal. Mr. Moe is a board member at SharesPost, Whittle Schools, OzyMedia, BookClub.com, a board observer at Coursera and Class Dojo an advisor to TAL Education Group and Arizona State University. Since 2020, Mr. Moe is also chairman of the Center for Education. Since April 2020, he is also the founder of GSV University and GSV MBA, an accredited graduate program for entrepreneurs. Mr. Moe is the author of two 111 Table of Contents books, “Finding the Next Starbucks” and “The Global Silicon Valley Handbook.” Mr. Moe holds a B.A. in Political Science and Economics from the University of Minnesota. Mr. Moe also holds a Chartered Financial Analyst (CFA) designation. We believe that Mr. Moe is well qualified to serve as a director due to his extensive investment and advisory experience. Joy Chen will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Chen was the founder and advisor for FirstLeap Future Leaders Institute, which she founded in April 2008 and which was acquired by TAL Education Group (TAL) in August 2015. Thereafter, Ms. Chen started Joy Education in September 2015, which produced videos of interviews with U.S. teenagers, educators, young entrepreneurs, successful businessmen and businesswomen, community leaders and others to assist the next generation of future entrepreneurs and leaders. Since February 2017, Ms. Chen has served as the U.S. chief investment officer and executive advisor at TAL, supporting TAL’s U.S. investments, business development and strategic partnership development. Since 2016, Ms. Chen has served as a limited partner at Blue Elephant Capital and since 2019 she has also served as a limited partner at EdBeta fund, two early-stage ventures in the China education industry. Earlier in her career, she worked for Ernst & Young and Fortune 500 companies including Microsoft and Verizon. Ms. Chen holds a M.A. from the Indiana University School of Education. Ms. Chen also attended an executive education program at Stanford University in 2015. Ms. Chen is also an author, having published three books, and is a columnist for three magazines. Her writing focuses on parenting and education. We believe that Ms. Chen is well qualified to serve as a director, due to her background in education technology and education technology investments. Rachael Jarosh will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Since 2016, Ms. Jarosh has served as president and CEO of Enactus, a non-profit experiential learning platform dedicated to developing the next generation of entrepreneurial leaders and social innovators. Previously, between 2013 and 2016, Ms. Jarosh founded and operated Isles Strategies, LLC, a consulting firm focused on working with philanthropic organizations. Earlier in her career, Ms. Jarosh held roles as president of the foundation at Pentair plc, where she also led global marketing and communications, a senior counselor in the corporate practice at Carmichael Lynch Spong and an investor relations officer at Supervalu, Inc. (now UNFI) and worked in investment research and banking. She began her career as an attorney in 1991. Since 2020, Ms. Jarosh has served on the board of directors of Lifetime Brands, Inc. (NASDAQ: LCUT). We believe that Ms. Jarosh is well qualified to serve as a director due to her experience in education technology and in her extensive work in developing entrepreneurs and social innovators. James W. Runcie will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Since 2017, Mr. Runcie has served as the CEO and co-founder of the Education Finance Institute (EFI), a non-profit organization committed to supporting social mobility through the strengthening of post-secondary institutions that serve low-income, first generation and under-resourced students and families. Between 2009 and 2017, Mr. Runcie served as the chief operating officer of Federal Student Aid (FSA), having been appointed by U.S. Secretary of Education Arne Duncan. Earlier in his career, between 1991 and 2009, Mr. Runcie worked in investment banking at major domestic and international financial institutions including UBS, Bank of America and Donaldson, Lufkin & Jenrette. Mr. Runcie has served on several non-profit boards relating to education or youth development. Mr. Runcie is a current board member of the Student Freedom Initiative and local community serving organizations. Mr. Runcie is also an investment committee member of the College Board. Mr. Runcie holds an M.B.A. with distinction from Harvard Business School and a B.A. in Mathematics from the College of Holy Cross. We believe that Mr. Runcie is well qualified to serve as a director, due to the combination of his commitment to education and his background in investment banking. Lev Gonick will be one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Since 2017, Mr. Gonick has served as chief information officer of Arizona State University. Between 2013 and 2017, he served as CEO of OneCommunity, a non-profit organization that accelerates the use of information technology in Northeast Ohio. From 2016 to 2017 he also served as CEO of DigitalC, a civic technology collaboration that advances technology innovation and data for community benefit. Between 2001 and 2013, Mr. Gonick served in multiple roles for California State University, Long Beach, including as vice president for information technology, chief information officer and professor of integrated science and technology. He also serves on the board of directors of ClassEDU (since 2020), State of Arizona Information Technology Advisory 112 Table of Contents Committee (since 2019), Luminance/Magnum (since 2016), Coalition for Local Internet Choice (since 2015) and US Ignite (since 2013). Mr. Gonick holds a Ph.D. in Political Science from York University, Toronto, an M.A. in Political Science from Binghamton University, and a B.A. in Political Science from Ohio State University. We believe that Mr. Gonick is well qualified to serve as a director due to his background in education and extensive leadership experience in information technology. Number and Terms of Office of Officers and Directors Our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE 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 the NYSE. The term of office of the first class of directors, consisting of Joy Chen and Lev Gonick, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Rachael Jarosh and James W. Runcie, will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of Joseph E. Parsons, Robert C. Daugherty and Michael T. Moe will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination. 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. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, either of our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration 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 nominate persons to the offices set forth in our second amended and restated certificate of incorporation as it deems appropriate. Our second amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, 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 NYSE listing standards require that a majority of our board of directors be independent. An “independent director” 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 board of directors has determined that Joy Chen, Rachael Jarosh, James W. Runcie and Lev Gonick, are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. 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 the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive 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 113 Table of Contents that were made to our sponsor, executive officers or directors, or our 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 completing 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 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 stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders 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 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 completion 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 completion 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 three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A 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 the NYSE require that the compensation committee of a listed company be comprised solely of independent directors. 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. James Runcie, Rachael Jarosh and Lev Gonick, will serve as members of our audit committee. Our board of directors has determined that each of James Runcie, Rachael Jarosh and Lev Gonick, are independent under the NYSE listing standards and applicable SEC rules. James Runcie will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that James Runcie qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The primary functions of the audit committee include: • appointing, compensating and overseeing our independent registered public accounting firm; • reviewing and approving the annual audit plan for the Company; • overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; 114 Table of Contents • discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public acco