Our officers and directors are as follows: Name ​ ​ Age ​ ​ Position ​ Dr. James I. Cash ​ ​ 73 ​ ​ Chairman and Chief Executive Officer ​ Paul Sagan ​ ​ 62 ​ ​ President and Vice Chairman ​ Robin L. Washington ​ ​ 58 ​ ​ Chief Development Officer ​ Evan Sotiriou ​ ​ 46 ​ ​ Chief Operating Officer ​ Kevin King ​ ​ 36 ​ ​ Investment Partner ​ Kenneth I. Chenault ​ ​ 69 ​ ​ Director Nominee ​ David J. Grain ​ ​ 58 ​ ​ Director Nominee ​ Steven S. Reinemund ​ ​ 73 ​ ​ Director Nominee ​ Corey E. Thomas ​ ​ 45 ​ ​ Director Nominee ​ Dr. James I. Cash — Dr. Cash, our Chairman and Chief Executive Officer since February 2021, is the James E. Robison Professor and Senior Associate Dean, Emeritus, of the Harvard Business School, where he served as a member of the faculty from 1976 to 2003. Dr. Cash participates on several public, private and not-for-profit boards, including Chubb Ltd. where he has served on the board since February 2016, and The Chubb Corporation, where he served from April 1996 to February 2016. Dr. Cash also currently serves as an advisor to General Catalyst Partners and Grain Management and on the advisory board of Quantum Xchange. In the past he has served on the Boards of several Fortune 100 companies, such as Walmart, General Electric, and Microsoft. He has also served on the Boards of Sprint, Scientific Atlanta, State Street Corp., Veracode, and Carbon Relay. Under the umbrella of The Cash Catalyst, LLC, Dr. Cash runs personal development programs for executives and board members of Global 500 organizations interested in the intersection of information technology and corporate strategy. Dr. Cash graduated from Texas Christian University with a B.S. in Mathematics, while being named an Academic All-American. Later he received a Master of Science in Computer Science from Purdue University’s Graduate School of Mathematical Sciences; and a Doctor of Philosophy in Management Information Systems (MIS) and Accounting from Purdue University’s Krannert Graduate School of Management. We believe that Dr. Cash is qualified to serve as our Chairman because of his extensive experience advising public companies as a director as well as his domain knowledge within enterprise software. Paul Sagan — Mr. Sagan, who will be our President and Vice Chairman, has served as a senior advisor and Executive in Residence (XIR) at General Catalyst since July 2020. Mr. Sagan also served as a managing director at the firm from January 2018 to July 2020, and as an XIR from February 2014 to January 2018. Mr. Sagan also serves as a director of Moderna, Inc., since June 2018, and as a director of VMware, Inc., since April 2014, and as VMware’s lead director since February 2015. Previously, Mr. Sagan was a director of several other public companies, including Digitas, Inc.; Dow Jones & Company; EMC, Corp.; and iRobot Corp. Prior to joining General Catalyst, Mr. Sagan was Chief Executive Officer of Akamai Technologies, Inc., a pioneer in internet content delivery, application performance and cloud security, and now one of the largest cloud services providers. He joined Akamai in October 1998 as chief operating officer and employee #15, became president the following year, and was CEO from April 2005 until 2013. Mr. Sagan was elected to the Akamai Board of Directors in January 2005 and served until 2019. Mr. Sagan was a member of President Obama’s National Security Telecommunications Advisory Committee from December 2010 until January 2017. From July 1997 to August 1998, Mr. Sagan was Senior Advisor to the World Economic Forum. Previously, Mr. Sagan held senior executive positions at global media and entertainment companies Time Warner Cable and Time Inc., affiliates of Time Warner, Inc., as well as at CBS, Inc. Mr. Sagan received a B.A. from the Medill School of Journalism, Northwestern University, where he is a life trustee. He also serves as board chair of ProPublica, Inc. We believe that Mr. Sagan is qualified to serve on our board of directors because of his experience and leadership in both in the technology and venture capital fields. Robin L. Washington — Ms. Washington who will be our Chief Development Officer is the former executive vice president and chief financial officer of Gilead Sciences, Inc. She held this role from May 2008 132 TABLE OF CONTENTS until November 2019, the effective date of her retirement and remained an advisor to the company until March 2020. From 2006 to 2007, Ms. Washington served as chief financial officer of Hyperion Solutions, an enterprise software company that was acquired by Oracle Corporation in March 2007. Prior to that, she spent nearly 10 years at PeopleSoft, Inc., where she served in a number of executive positions. Since April 2019, Ms. Washington has served on the board and on the leadership development and compensation committee of Alphabet Inc. She also currently serves as a director of Honeywell International, Inc., where she has served since April 2013, and as director of Salesforce.com, where she has served since September 2013 and where she currently chairs the audit committee. Ms. Washington currently serves on the Board of Vertiv, Inc., the company with which GS Acquisition Holdings Corp. completed a business combination. Ms. Washington also serves on the Presidents Council & Ross Business School Advisory Board, University of Michigan and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Ms. Washington is a certified public accountant and received a B.A. in Business Administration from the University of Michigan and an M.B.A. from Pepperdine University. Evan Sotiriou — Mr. Sotiriou, our Chief Operating Officer since February 2021, has served in several senior management capacities of General Catalyst since 2019 and as Chief Operating Officer of Health Assurance Acquisition Corp. and Revolution Healthcare Acquisition Corp. since their formations. Prior to that, Mr. Sotiriou served as the Chief Financial Officer for OrbiMed, which invests globally across the healthcare industry, from 2011 to 2019. Mr. Sotiriou also acted as the Vice President of GSC Group from 2000 to 2008, Managing Director of Clearlake Capital Management, L.P. from 2008 to 2010 and subsequently as the Chief Financial Officer for Archer Capital Management, L.P. from 2010 to 2011. Mr. Sotiriou holds an A.B. from Dartmouth College. Kevin King — Kevin King, who will be our Investment Partner, has served as an investor at General Catalyst since 2019. Mr. King previously was a Partner at Windhorse Capital Management from 2011 to 2018. Prior to that Mr. King worked at Goldman Sachs from 2006 to 2011. Mr. King holds dual degrees, an A.B. in Mathematics and a B.S. in Economics, from Duke University and a MBA from the MIT Sloan School of Management. Mr. King is also a Chartered Financial Analyst. Kenneth I. Chenault — Mr. Chenault, a director nominee, is the Chairman and a Managing Director at General Catalyst. Prior to joining General Catalyst, Mr. Chenault was Chairman and CEO of American Express Company, a position he held from 2001 to 2018. He joined American Express in 1981 as director of strategic planning and served subsequently in a number of increasingly senior positions, including Vice Chairman and President and Chief Operating Officer, until his appointment as CEO. Mr. Chenault serves on the boards of Airbnb, Berkshire Hathaway, Chief, Guild Education, and the Harvard Corporation. He also serves on the Board of Governors of the NCAA. Chenault is on the boards of numerous nonprofit organizations, including the Smithsonian Institution’s Advisory Council for the National Museum of African American History and Culture, the National 9/11 Memorial and Museum at the World Trade Center, Bloomberg Philanthropies, the Council on Foreign Relations, and the Human-Centered Artificial Intelligence Advisory Council at Stanford University. He also serves on the Board of Trustees for NYU Langone Health. Mr. Chenault previously served on the Boards of Directors of International Business Machines Corporation from October 1998 to February 2019 and The Procter & Gamble Company from April 2008 to February 2019. Mr. Chenault holds a B.A. in history from Bowdoin College and a J.D. from Harvard Law School. We believe that Mr. Chenault is qualified to serve on our board of directors because of his experience as a financial industry executive and his extensive knowledge of that industry as well as his extensive experience advising public companies as both a director and executive. David J. Grain — Mr. Grain, a director nominee, is the Chief Executive Officer of Grain Management, a private equity firm focused on global investments in the media and communications sectors, which he founded in 2006. Mr. Grain also founded and was formerly Chief Executive Officer of Grain Communications Group, Inc. Prior to founding Grain Management, he served as President of Global Signal, Inc., Senior Vice President of AT&T Broadband’s New England Region and Executive Director in the High Yield Finance Department at Morgan Stanley. In 2011, Mr. Grain was appointed by President Obama to the National Infrastructure Advisory Council and previously served as Chairman of the Florida State Board of Administration Investment Advisory Council. Mr. Grain is a Director of the Southern Company and New Fortress Energy LLC, serving as a member of the Audit Committee. He is currently a member of the Advisory Board of the Amos Tuck School of Business Administration at Dartmouth College, the Smithsonian 133 TABLE OF CONTENTS Institution’s Advisory Council for the National Museum of African American History and Culture and is a Trustee of the Brookings Institution. Mr. Grain earned an M.B.A. from the Amos Tuck School at Dartmouth College in 1989 and a B.A. in English from the College of the Holy Cross in 1984. We believe that Mr. Grain is qualified to serve on our board of directors because of his financial expertise, his knowledge managing and leading both large and small businesses, and his extensive experience advising public companies as a director. Steven S. Reinemund — Mr. Reinemund, a director nominee, has served as Dean at Wake Forest University School of Business from July 2008 to June 2014, an organization he joined after a 23-year career with PepsiCo, Inc. At PepsiCo, Mr. Reinemund served as Executive Chairman from October 2006 to May 2007, and as Chairman and Chief Executive Officer from May 2001 to October 2006. Prior to being Chief Executive Officer, he was PepsiCo, Inc.’s President and Chief Operating Officer from September 1999 to May 2001. Mr. Reinemund began his career with PepsiCo, Inc. in 1984 at Pizza Hut, Inc. and held other positions until he became President and Chief Executive Officer of Frito-Lay’s North American snack division in 1992. He became Chairman and Chief Executive Officer of Frito-Lay’s worldwide operations in 1996. Mr. Reinemund was a director of Johnson & Johnson from 2003 to 2008, of American Express Company from 2007 to 2015, of Exxon Mobil Corporation from 2007 to May 2020 and Marriott International, Inc. from 2007 to May 2020. Mr. Reinemund currently serves as a director of Vertiv (and served as a director of GSAH I prior to its business combination with Vertiv), Walmart Inc., Chick-fil-A, Inc and GS Acquisition Holdings Corp II. He also serves on the Board of Directors of the United States Naval Academy Foundation. Mr. Reinemund is a graduate of the United States Naval Academy in 1970 and served five years as an Officer in the United States Marine Corps, achieving the rank of Captain. He also earned an MBA from the University of Virginia, and has been awarded honorary doctorate degrees by Johnson and Wales University and Bryant University. We believe that Mr. Reinemund is qualified to serve on our board of directors due to his considerable business leadership roles, mergers and acquisitions experience and his relevant board expertise. Corey E. Thomas — Mr. Thomas, a director nominee, is the CEO of Rapid7, as well as Chairman of its Board of Directors. In 2018, he was elected to the Cyber Threat Alliance (CTA) Board of Directors and the Massachusetts Cybersecurity Strategy Council. He also serves on the board of directors for LPL Financial, as well as Blue Cross Blue Shield of Massachusetts, sitting on its audit and health care quality and affordability committees. He previously served on the U.S. Commerce Department’s Digital Economy Board of Advisors. Prior to joining Rapid7, Mr. Thomas was VP of marketing at Parallels, Inc., a virtualization technology company; group project manager of the Microsoft Server and Tools division, steering product planning for Microsoft’s data platform; and a consultant at Deloitte Consulting. Mr. Thomas received a B.E. in electrical engineering and computer science from Vanderbilt University and a MBA from Harvard Business School. We believe that Mr. Thomas is qualified to serve on our board of directors because of his experience as a public company executive within the software technology industry. 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 the 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 the 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            , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of            , 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 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 134 TABLE OF CONTENTS 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 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        ,         and         are “independent directors” as defined in the 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 the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. 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. 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 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. 135 TABLE OF CONTENTS 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 nominating comm