Our officers, directors and director nominees are as follows: Name​​Age​​PositionMark Lavelle​​54​​Chief Executive Officer and Chairman of the board of directorsGary Marino​​64​​President, DirectorMichael Cyrus​​65​​Chief Financial Officer, DirectorPamela Attinger​​49​​Director nomineeMark Lenhard​​42​​Director nomineeDavid Motley​​62​​Director nomineeMark Lavelle is our Chief Executive Officer, Co-founder and Chairman of the company’s board of directors. From July 2018 to May 2019 Mr. Lavelle was the Senior Vice President of Commerce Cloud at Adobe, Inc. (“Adobe”), where he joined as a result of the $1.7 billion acquisition by Adobe of his former company, Magento Commerce, where Mr. Lavelle held the role of Chief Executive Officer from November 2015 to June 2018. Prior to forming Magento Commerce, Mr. Lavelle served as the Senior Vice President of Product Management at eBay Enterprise from January 2013 to November 2015 and as the Senior Vice President of Strategy and Partnerships for eBay Inc. (“eBay”) from December 2012 to January 2013. Mr. Lavelle previously served as the Senior Vice President of Strategy and Development at PayPal, Inc. (“PayPal”) from January 2009 to December 2012. Mr. Lavelle joined eBay as a result of the October 2008 acquisition of Bill Me Later, Inc. (“Bill Me Later”), a company he co-founded in 2001 and served as Vice President of Corporate Development. Mr. Lavelle has served on the board of SLM Corporation (“Sallie Mae”) since 2019, where he is a member of the Audit Committee, Nominations, Governance and Compensation Committee and the Strategic Planning Committee. Mr. Lavelle also currently serves on the board of Armada Supply Chain Solutions LLC, a private company that provides innovative supply-chain solutions to the food service industry, and serves on the board of Second Chance, Inc., a non-for-profit organization that provides job training to transitional worker populations through a unique construction and reclamation program that preserves architecturally significant materials and reduces landfills. Mr. Lavelle received his B.S. in business from The Miami University. Mr. Lavelle's significant investment and financial expertise make him well qualified to serve as a member of our board of directors.Gary Marino is our President, Co-founder and a director. Most recently, Mr. Marino was most recently the Executive Vice President and Chief Commercial Officer of PayPal, a position he held from September 2016 to April 2019. Mr. Marino also served as PayPal’s Senior Vice President of Global Credit and the Americas from July 2012 to September 2016, and as the SVP of Financial Services from May 2010 to July 2012. While at PayPal, Mr. Marino co-chaired the Operating Committee and was a member of the M&A Committee, Risk Committee and Capital Committee. Mr. Marino joined PayPal in January 2008 from Bill Me Later, an alternative digital payment platform company he co-founded and served as Chief Executive Officer. Prior to Bill Me Later, Mr. Marino held several roles in the financial services industry, including serving simultaneously as the Chief Credit Officer and Chief Marketing Officer at Bank One (now JPMorgan Chase) in 1996 to 2000. Prior to Bank One, Mr. Marino was a Managing Director and Chief Credit Officer at Citibank. Mr. Marino received his B.S. in finance from Syracuse University and his MBA from Indiana State University. Mr. Marino's significant investment and financial expertise make him well qualified to serve as a member of our board of directors.Michael Cyrus is our Chief Financial Officer, Co-founder and Director. Mr. Cyrus additionally serves as a Senior Adviser with Digital Finance LLC, a technology infrastructure for next-generation of financial services and data-first financial product innovation, a position he has held since January 2018. Since July, 2018, Mr. Cyrus has also served as Director and member of the Business Advisory Board for TransMed7, LLC, a privately-held medical technology company founded in Silicon Valley in 2010. Mr. Cyrus was a co-founder and since 2017 has been a Partner and Senior Advisor with 7 Continents Global Expeditionary Operations LLC (7C GEO), a technology and kinetic organization servicing global government and private organization with risk and threat identification and management. Mr. Cyrus also served as CEO of Trans Bay Cable LLC, the nation's first privately funded utility, deploying the first of its kind electrical technologies capable of providing approximately 40% of the San Francisco Bay area’s power requirements, from January 2011 to December 2019. From February 2008 to January 2020, Mr. Cyrus served as Managing Partner and Chief Operating Officer for SteelRiver Partners (predecessor company, Babcock & Brown Ltd.), a leading independent investment firm 109 TABLE OF CONTENTSfocused exclusively on private investments and specializing in private acquisitions and direct operating portfolio company management. Prior to joining SteelRiver, Mr. Cyrus served as the Executive Vice President of Cinergy Corp., a Fortune 500 company, from April 1996 to April 2006, and was Chief Executive Officer of the company’s largest business unit, where he was responsible for the acquisition and/or construction and operation of numerous international companies in Europe and Africa. At the time, Cinergy Corp. was the nation’s largest non-nuclear electric company and was awarded Power Company of the Year by S&P Global Platts in 2004. Mr. Cyrus is a graduate of Harvard University’s Advanced Management Program, Mahler School of Advanced Management and The Center for Creative Leadership, and received his B.A. and MBA from the University of Arkansas. Mr. Cyrus' significant investment and financial expertise make him well qualified to serve as a member of our board of directors.Pamela Attinger will serve as a director of the company following completion of this offering. Ms. Attinger has more than 20 years of experience driving innovation and growth in dynamic markets with a specific recent focus in financial services and ecommerce. Pam Attinger is a Managing Director at Russell Reynolds Associates Inc. (“Russell Reynolds”), where she joined in December 2010, and leads the firm’s Global Fintech and Payments Practice. Ms. Attinger also leads the Global eCommerce, Marketplaces and Media Practice and was a founding member of the firm’s Data & Analytics Practice. Ms. Attinger has expertise in advising high-growth technology companies, as well as businesses where digital transformation, technology enablement, rapidly evolving strategies and transformational leadership solutions are key themes. Her clients range from global Fortune 500 to private equity and venture-capital-backed companies. Prior to joining Russell Reynolds, Ms. Attinger spent nine years at Visa Inc. in various digital payments leadership positions, including Global Head of Innovation and Global Head of Mobile. Prior to joining Visa Inc., Ms. Attinger was a consultant for Marakon Associates, a global strategy consulting firm, where she worked with Fortune 100 companies to drive growth strategies in dynamic markets. Ms. Attinger received her B.S. in economics from Miami University and received her MBA from the Kellogg School of Management at Northwestern University. We believe that Ms. Attinger’s extensive financial services and ecommerce experience make her well qualified to serve as a member of our board of directors.Mark Lenhard will serve as a director of the company following completion of this offering. Mr. Lenhard has more than 20 years of experience helping companies overcome complex challenges in the payments ecosystem and developing successful go-to-market strategies for organizations across the financial services and FinTech industries. Mr. Lenhard has served as the Chief Executive Officer and director of Invoice2go, Inc. since April 2020. Prior to joining Invoice2go, Mr. Lenhard served as the Vice President, Commerce Strategy & Growth for Adobe from July 2018 to July 2019. Mr. Lenhard joined Adobe from Magento Commerce, where he was the Senior Vice President, Strategy & Growth from November 2015 to June 2018. Mr. Lenhard was a Managing Director in the Consumer and Community Banking group at JPMorgan Chase & Co. from September 2014 to November 2015, and the Head of Global Strategy at PayPal from October 2010 to September 2014. Mr. Lenhard currently serves on the boards of two privately held companies in FinTech and ecommerce, ModoPayments, LLC and PrestaShop SA. Mr. Lenhard received his B.A. in economics from Yale University and his MBA from the Stanford University Graduate School of Business. Mr. Lenhard’s ecommerce and FinTech expertise and his extensive management experience make him well qualified to serve as a member of our board of directors.David Motley will serve as a director of the company following completion of this offering. Mr. Motley has more than 30 years of corporate experience developing expertise in strategic planning, business group management, mergers and acquisitions, acquisition integration and corporate portfolio management. Mr. Motley has been involved in senior leadership at organizations across a spectrum of industries enabling him to acquire specialized industry expertise in diversified manufacturing, life sciences, financial services, venture capital and consulting. Mr. Motley currently serves as the Chief Executive Officer and President of MCAPS, LLC, a professional services company providing corporate real estate services and IT capabilities and services, which he co-founded in January 2017. Mr. Motley also serves as the General Partner of BlueTree Venture Fund, a venture fund focused on early-stage life science and IT-related opportunities, which he co-founded in 2013, and as the General Partner of DDRC327, LLC, a real estate development company he co-founded in 2016. Previously, Mr. Motley held the title of Senior Managing Director at the consulting firm Headwaters LLC. Mr. Motley has served on the board of F.N.B. Corporation since 2013, where he is a member of the Compensation Committee, Credit and Risk Committee and the Risk Committee, and since 2018 has served on the board of Koppers Holdings Inc., where he is a member of the Audit Committee, Nominating and Corporate Governance Committee and Strategy and Risk Committee. Mr. Motley also serves as a director of two private companies, Armada 110 TABLE OF CONTENTSSupply Chain Solutions LLC and ALung Technologies, Inc., and as a director of SRI International, a nonprofit organization. Mr. Motley received his B.S.M.E. from the University of Pittsburgh Swanson School of Engineering and his MBA from Harvard Business School. We believe that Mr. Motley’s extensive board experience, as well as his knowledge and experience in corporate strategy, mergers and acquisitions and other corporate growth initiatives, make him well qualified to serve as a member of our board of directors.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. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended if approved by holders of at least 90% of our outstanding ordinary shares entitled to vote thereon. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the remaining directors of our board or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, a majority of the holders of our founder shares). 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 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 will 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 Pamela Attinger, Mark Lenhard and David Motley 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 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 $15,000 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 111 TABLE OF CONTENTSwill 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. 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 committee and a compensation committee. Subject to phase-in rules and a limited exception, 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. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee and the nominating 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.     and     will serve as members of our audit committee. Our board of directors has determined that each of     and     are independent under the Nasdaq listing standards and applicable SEC rules.     will serve as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent within one year of the listing of our Class A ordinary shares. Each member of the audit committee is financially literate and our board of directors has determined that     and     qualify as an “audit committee financial expert” as defined in applicable SEC rules.The audit committee is responsible for: •meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; •monitoring the independence of the independent registered public accounting firm; •verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; •inquiring and discussing with management our compliance with applicable laws and regulations; •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 accounting firm; •determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; 112 TABLE OF CONTENTS•establishing procedures for the receipt, retention and treatment of complaints received by