Our directors, director nominees and officers are as follows: James M. Lejeal has been our Chief Executive Officer and has served as our director since September 2020. From 2018 to June 2020, Mr. Lejeal was the Area Vice President and General Manager for Splunk Inc.’s (Nasdaq: SPLK) Incident Management business unit formed as a result of Splunk Inc.’s 2018 acquisition of VictorOps, Inc. In 2018, Mr. Lejeal also served as VictorOps Inc.’s Chief Financial Officer and, from 2014 to 2018, was an angel investor and a director of VictorOps, Inc. From 2015 to 2018, Mr. Lejeal served as the Chief Financial Officer of Sphero, Inc., a Boulder based STEM robotics company. From 2013 to 2015, Mr. Lejeal served as the Chief Financial Officer of Rally Software Development Corp (formerly NYSE: RALY), where he was also an angel investor and a director, overseeing its initial public offering in 2013 and its acquisition by CA, Inc. (formerly Nasdaq: CA) in 2015. CA, Inc. was acquired by Broadcom Inc. in 2018. Mr. Lejeal also served as the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of various companies that he founded, including Raindance Communications (formerly Nasdaq: RNDC), which was a publicly traded company prior to its acquisition by West Corporation in 2006. Mr. Lejeal holds a Bachelor of Science degree in management from the U.S. Air Force Academy and a Master of Business Administration from Loyola Marymount University. We believe Mr. Lejeal’s qualifications to serve on our board of directors include his extensive experience as both as an investor in and entrepreneur of companies that have underwent public offerings and acquisitions. Brad Feld has been the Chairman of our board of directors since September 2020. Mr. Feld is a founding partner at Foundry Group. Mr. Feld has been a board member of, advisor to and investor in well-known technology companies including Fitbit, Inc. (which since consummated an initial public offering), Zynga Inc. (Nasdaq: ZNGA) (which since consummated an initial public offering), SendGrid, Inc. (formerly NYSE: SEND) (which since consummated an initial public offering and then acquired by Twilio Inc. (NYSE: TWLO)), Rally Software Development Corp (formerly NYSE: RALY) (which since consummated an initial public offering and was then acquired by CA, Inc. (formerly Nasdaq: CA)) and Raindance Communications (formerly Nasdaq: RNDC) (which since consummated an initial public offering and was then acquired by West Corporation). Currently, Mr. Feld serves on the board of, among other companies, AvidXchange, Inc., Formlabs Inc. and A Place for Rover, Inc. Mr. Feld is a co-founder of Techstars. Mr. Feld is the co-author of numerous books on venture capital and entrepreneurship, including Venture Deals and Startup Communities. Mr. Feld holds a Bachelor of Science and a Master of Science in management science from the Massachusetts Institute of Technology. We believe Mr. Feld’s qualifications to serve on our board of directors include his extensive investment experience and network in the technology sector. Jason M. Lynch has been our Chief Administrative Officer since September 2020. Mr. Lynch has been serving as General Counsel of Foundry Group since 2018. Since 2019, Mr. Lynch has been serving on the board of Modular Robotics, Inc. From 2015 to 2018, Mr. Lynch was a partner at the law firm of Davis, Graham & Stubbs LLP in Denver and was previously an associate at the law firm of Wachtell, Lipton, Rosen & Katz in New York. His legal practice focused on corporate, M&A and securities litigation. Mr. Lynch is admitted to practice law in New York and Colorado. Prior to attending law school, Mr. Lynch worked at Kekst and Company, a leading corporate communications and investor relations firm, where he advised companies on media and investor relations and on the communications aspects of a wide range of complex business situations and crises. Mr. Lynch holds a Bachelor of Arts in political science from Columbia University and a Juris Doctorate from Columbia Law School. Margaret E. Porfido will serve as a director of the company following the completion of this offering. Since 2011, Ms. Porfido has been serving as a board member of Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. (the national board of Kaiser Permanente), where she chairs the compensation committee and 105 Table of Contents serves on the audit and compliance and the executive committees. Ms. Porfido also serves on the Executive Advisory Board of Kaiser Foundation Health Plan of the Mid-Atlantic States and the Kaiser Foundation Health Plan of Washington Regional Board. Since 2016, Ms. Porfido has been an advisor to Guild Education, Inc. and, from 2018 to December 2020, was an advisor to the private equity group at the Public Sector Pension Investment Board. Since March 2020, Ms. Porfido has also been serving on the board of the nonprofit Girl Rising where she chairs the finance committee and serves on the executive committee. In 2015, Ms. Porfido served on the board of Rally Software Development Corp (formerly NYSE: RALY), serving on the audit, compensation and nominating and corporate governance committees, until its acquisition by CA, Inc. (formerly Nasdaq: CA). Previously, Ms. Porfido served on the management team of Level 3 Communications, Inc. (formerly NYSE: LVLT) (now CenturyLink as part of Lumen Technologies, Inc. (NYSE: LUMN)). Before that, Ms. Porfido was Chief of Staff and General Counsel to Colorado Governor Roy Romer. Ms. Porfido was previously a practicing attorney at the law firms of Brownstein Hyatt Farber Schreck LLP in Denver, Colorado and Skadden, Arps, Slate, Meagher & Flom LLP in Washington, D.C. Ms. Porfido holds a Bachelor of Arts in political science from the University of Delaware and a Juris Doctorate from George Washington University Law School. We believe Ms. Porfido’s qualifications to serve on our board of directors include her diverse board experience, including on public companies and as the chair of certain committees. Sara Baack will serve as a director of the company following the completion of this offering. Ms. Baack has been serving as the Chief Product Officer of Equinix, Inc. (Nasdaq: EQIX) (“Equinix”) since 2019 and is responsible for defining, developing and delivering Equinix’s portfolio of products and services. She joined Equinix in 2012 and served until 2019 as Chief Marketing Officer, responsible for the company’s overall global brand development, market strategy, product and service portfolio, industry analysis, communications, solutions marketing and integrated demand generation. Prior to Equinix, Ms. Baack joined the company from Level 3 Communications, Inc. (formerly NYSE: LVLT) where she served in a variety of senior management positions, most recently as Senior Vice President of Voice Services. Ms. Baack also previously worked at PaineWebber Incorporated as Vice President of Principal Transactions. Ms. Baack has been a member of the board of directors of Splunk Inc. (Nasdaq: SPLK) since 2017. Ms. Baack holds a Bachelor of Arts in history and management from Rice University and a Master of Business Administration from Harvard Business School. We believe Ms. Baack’s qualifications to serve on our board of directors include her experience in senior management positions of technology oriented public companies. Jewel M. Burks will serve as a director of the company following the completion of this offering. Ms. Burks has been serving as the head of Google for Startups, U.S. at Alphabet, Inc., where she works to level the playing field for underrepresented startup founders and communities by connecting them with Google products, people and best practices. In 2019, Ms. Burks launched Collab Capital, LLC, an investment fund focused on investments in tech and tech-enabled companies founded by black entrepreneurs, and has been serving as its Managing Member since. Previously, from 2012 until 2016, Ms. Burks was the founder and Chief Executive Officer of Partpic Inc. In 2016, Ms. Burks sold Partpic Inc. to Amazon.com, Inc. (Nasdaq: AMZN) (“Amazon”) and became a product leader at Amazon’s Visual Search and Augmented Reality team, where she served until 2019 and led Partpic Inc.’s integration into Amazon. Before founding Partpic, Ms. Burks held management and sales roles at McMaster-Carr Supply Company and Google, Inc. Ms. Burks also serves on the boards of directors of the nonprofits re:Imagine/ATL, Community Foundation for Greater Atlanta and Endeavor Atlanta. Ms. Burks holds a Bachelor of Business Administration from Howard University. We believe Ms. Burks’ qualifications to serve on our board of directors include her experience in working with technology startups, entrepreneurs and investments. Number, Terms of Office and Election of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to elect all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial 106 Table of Contents business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors, or by holders of a majority of the issued and outstanding shares of our Class B common stock. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence The NYSE listing rules 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 that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder 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 “independent directors” as defined in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Ms. Porfido, Ms. Baack and Ms. Burks is an independent director under applicable SEC and NYSE rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers has received directly from us 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 consummation of our initial business combination and our liquidation, pursuant to a support services agreement we will enter into with our sponsor, we will pay our sponsor a total of $20,000 per month for support and administrative services, including for payment by our sponsor to James Lejeal, our Chief Executive Officer, pursuant to a consulting agreement between our sponsor and Mr. Lejeal. Pursuant to that consulting agreement, Mr. Lejeal will receive compensation from our sponsor for consulting services he provides to our sponsor in connection with identifying and evaluating potential initial business combination targets that it may recommend to us. In addition, our sponsor, directors and officers, 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, directors, officers or our or any of their respective affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, 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 officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Upon the effective date 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 nominating and corporate governance committee. Subject to phase-in rules, the NYSE listing rules 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 NYSE listing rules require that the compensation committee and the nominating and corporate governance 107 Table of Contents 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 of directors 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. 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. The members of our audit committee will be Ms. Porfido, Ms. Baack and Ms. Burks. Ms. Baack will serve as the chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Ms. Baack qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and 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-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 108 Table of Contents Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation committee will be Ms. Porfido, Ms. Baack and Ms. Burks. Ms. Porfido will serve as the chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; • reviewing our executive compensation poli