Our officers and directors are as follows: Name Age Position Alexander J. Davis 38 Chief Executive Officer and Chairman Phillip C. Caputo 40 Chief Financial Officer David M. Tarnowski 39 Chief Operating Officer and Director Mardy S. Fish 39 Vice President, Business Development James R. Blake 41 Director Nominee Karen L. Finerman 56 Director Nominee Galen C. Smith 44 Director Nominee Alexander J. Davis, Chief Executive Officer and Chairman Alexander J. Davis has served as our Chief Executive Officer and Chairman since the inception of Disruptive Acquisition Corporation I. Since June 2012, Mr. Davis has been the Founder and Chief Executive Officer at Disruptive, a merchant bank with investments in top-performing, late-stage private technology companies. He has grown Disruptive to deploy more than three billion dollars in the private markets, working with a diverse group of leading global investors and portfolio companies such as Palantir (where, as of the day of Palantir’s direct listing, Disruptive was the second-largest outside shareholder), Hims (where, as of January 15, 2021, Disruptive was the second largest contributor of private capital), UiPath, Pinterest and Spotify. Since inception, Mr. Davis has identified attractive business extensions and expanded the firm into four business lines—proprietary investments, investment banking, business development and a liquidity fund (which provides financing to private technology company share and option holders)—that coalesce to provide a full suite of services in support of Disruptive’s portfolio companies. Before founding Disruptive, Mr. Davis served as the Founding Managing Director of Ten-X, LLC (formerly Auction.com) from 2007 to 2011, where he led the company in its transition from a traditional “brick and mortar” auction company into a technology-enabled marketplace. Mr. Davis and his wife, Lindsay, co-chair The Giving Fund, a charitable foundation dedicated to helping those less fortunate. He also served on the board of Operation Underground Railroad (O.U.R.), a nonprofit organization working toward the permanent eradication of child sex trafficking. We believe Mr. Davis’s entrepreneurial, business and investment experience makes him well-qualified to serve on our board of directors. Phillip C. Caputo, Chief Financial Officer Phillip C. Caputo has served as our Chief Financial Officer since the inception of Disruptive Acquisition Corporation I. Mr. Caputo joined Disruptive in 2019, and, since April 2020, has served as the Chief Financial Officer, where he focuses on developing and implementing processes and controls required to produce timely and accurate reporting that inform strategic decisions in the areas of finance, accounting, and tax for Disruptive and its affiliates. Mr. Caputo previously served as Disruptive’s Vice President of Finance and Accounting from April 2019 to April 2020. Before joining Disruptive, he was Assistant Controller at The Palisades Group, LLC from 2018 to 2019. Mr. Caputo was Vice President at The TCW Group from 2016 to 2017 and Vice President of Operations at Fintan Partners from 2014 to 2016. He has 15 years of experience managing back office operations teams for reputable investment management firms. Mr. Caputo graduated magna cum laude from Northeastern University, receiving a B.S. in Finance and Insurance, with a minor in Economics. He is also a CFA charterholder. David M. Tarnowski, Chief Operating Officer and Director David M. Tarnowski has served as our Chief Operating Officer and a member of our board of directors since the inception of Disruptive Acquisition Corporation I. Mr. Tarnowski joined Disruptive in November 2017, and he currently serves as a Managing Director and the Chief Operating Officer where he focuses on overall operations of the firm, as well as investment sourcing and analysis, transaction execution, legal and investor relations. He has over 10 years of investment and banking experience in private and public markets, working with globally diverse institutional investors and various companies across different sectors, including technology. From 2007 to 2017, Mr. Tarnowski worked at Ampton Investments Inc., a New York-based boutique investment and advisory firm, where he was involved in transactions relating to two special purpose acquisition companies. He holds a B.B.A. with honors from the University of Notre Dame and a J.D. from Columbia Law School. We believe Mr. Tarnowski’s operational and investment experience makes him well-qualified to serve on our board of directors. 111 Table of Contents Mardy S. Fish, Vice President, Business Development Mardy S. Fish has served as our Vice President, Business Development since the inception of Disruptive Acquisition Corporation I. Since January 2020, Mr. Fish has held the same position at Disruptive, working closely with the Chief Executive Officer and Founder, Alexander J. Davis, to expand the company’s business development nationwide by cultivating new and existing relationships, with a focus on the professional athlete community. Before joining Disruptive, Mr. Fish was a professional tennis player, earning American No. 1 and world No. 7 ATP rankings in 2011. He won the Olympic Silver Medal in the 2004 Olympic Games in Athens. Mr. Fish retired from professional tennis in 2015 with 14 career ATP titles and victories over Roger Federer, Rafael Nadal, Novak Djokovic and Andre Agassi. He has been the captain of the United States Davis Cup team since January 2019. Continuing his athletic career in golf, Mr. Fish is a two-time Diamond Resorts Invitational champion and won the 2020 American Century Championship in Lake Tahoe. In 2007, Mr. Fish founded the Mardy Fish Children’s Foundation (MFCF), which has supported over 2,400 children with the opportunity to participate in sports and extracurricular activities throughout the Indian River County. James R. Blake, Director Nominee James R. Blake will serve as a member of our board of directors upon completion of this offering. Since January 2018, Mr. Blake has been the tournament director of the Miami Open, one of the biggest events on the ATP calendar, including during the tournament’s historic move to the Hard Rock Stadium. Before that, from 2015 to 2018, Mr. Blake served as the chairperson of the USTA Foundation, the national charitable arm of the United States Tennis Association, Inc. Mr. Blake’s first career was as a professional tennis player, earning career-high American No. 1 and world No. 4 ATP rankings before retiring in 2013. Some of his career highlights include representing the United States in the 2008 Olympic Games in Beijing and victories over Roger Federer, Andre Agassi and Rafael Nadal. Mr. Blake also played an integral role on the Davis Cup team during the U.S. team’s title run in 2007 and was elected to serve a two-year term as the Vice President of the ATP Player Council. In 2008, he founded the James Blake Foundation, a nonprofit that has donated approximately $1.2 million to fund research for early detection of cancer at Memorial Sloan Kettering Cancer Center in New York City. We believe Mr. Blake’s experience, along with his relationships with professional athletes, makes him well qualified to serve on our board of directors. Karen L. Finerman, Director Nominee Karen L. Finerman will serve as a member of our board of directors upon completion of this offering. Ms. Finerman co-founded New York-based hedge fund Metropolitan Capital Advisors in 1992 and has served as its Chief Executive Officer since 2014. She serves on the board of directors of Falcon Capital Acquisition Corp. (Nasdaq: FCAC) and served as a member of the board of directors at GrafTech International Ltd. (NYSE: EAF) from 2014 until its acquisition in 2015. In addition, Ms. Finerman is a board member of the Michael J. Fox Foundation for Parkinson’s Research, and she sat for 15 years on the board of Montefiore Medical Center in the Bronx. She has been a panelist on CNBC’s Fast Money since its debut in 2007 and is the author of the New York Times best-selling book Finerman’s Rules: Secrets I’d Only Tell My Daughters About Business and Life. Ms. Finerman received a B.S. in Finance from The Wharton School at the University of Pennsylvania, where she is a member of the Board of Advisors. We believe Ms. Finerman’s extensive experience analyzing market reactions to public offerings, along with her particular expertise in corporate governance and effective investor communication, makes her well-qualified to serve on our board of directors. Galen C. Smith, Director Nominee Galen C. Smith will serve as a member of our board of directors upon completion of this offering. Since 2016, Mr. Smith has served as Chief Executive Officer of Redbox, an entertainment distribution company. From 2013 to 2016, he served as Chief Financial Officer of Outerwall, a leading provider of automated retail solutions, including Redbox, Coinstar and ecoATM. From 2009 to 2013, Mr. Smith served in various financial positions at Outerwall, including as Senior Vice President of Finance at Redbox and as Outerwall’s Corporate Vice President, Finance and Treasurer. Before joining Outerwall, Mr. Smith was an investment banker at Morgan Stanley & Co., working in the consumer and retail investment banking group from 2007 to 2009. He has served on the board of directors at CareerBuilder since 2017. Mr. Smith received an MBA from the University of Chicago and a B.A. from Wheaton College. We believe Mr. Smith’s experience in finance and entertainment make him well-qualified to serve on our board of directors. 112 Table of Contents 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 five 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 general 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 Karen L. Finerman, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of James R. Blake and Galen C. Smith, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Alexander J. Davis and David M. Tarnowski, will expire at the third annual general meeting. 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 The rules of Nasdaq 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, 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 three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that James R. Blake, Karen L. Finerman and Galen C. Smith are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 113 Table of Contents 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 consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, 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 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 consummation 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 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 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 and the nominating and corporate governance 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. 114 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. James R. Blake, Karen L. Finerman and Galen C. Smith will serve as the members and Galen C. Smith will serve as chair of the audit committee. James R. Blake, Karen L. Finerman and Galen C. Smith are independent of and unaffiliated with our sponsor and our underwriters. Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. James R. Blake, Karen L. Finerman and Galen C. Smith are financially literate and our board of directors has determined that Galen C. Smith qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. Upon the effectiveness of the registration statement of which this prospectus forms a part, we will adopt 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-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 registered public accounting firm has with us in order to evaluate their continued independence; ·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 q