Our officers, directors and director nominees are as follows:Name​​Age​​PositionsRiccardo Orcel​​55​​Chief Executive Officer and DirectorBernard Abdelmalak​​43​​Chief Financial Officer and Director NomineeEnrique Fernández Aisa​​53​​Director NomineeJean-Pierre Thomas​​64​​Director NomineeHerbert Stepic​​74​​Director NomineeRiccardo OrcelMr. Orcel serves as our Chief Executive Officer and Director. Mr. Orcel served as Head of Global Banking and as a member of the Executive Committee at VTB Capital for 10 years and has held multiple roles at VTB Bank, including as deputy chairman of the Management Board from 2011 to 2012, Head of Client Coverage for all large corporate clients in Russia and CIS and Head of VTB International. Before joining VTB Capital in 2011, Mr. Orcel worked in various senior investment banking roles at Merrill Lynch and BAML in Emerging Markets including as Head of Investment and Corporate Banking for CEEMEA. Mr. Orcel has diverse experience in board membership, including acting as a Non-Executive Director at PJSC M.video since 2021, as a Non-Executive Director at EN+ Group plc from 2012 to 2018 (preparing the company for its IPO in 2018), as Deputy Chairman and a member of the board of VTB Bank from 2011 to 2013, and as a member of the Supervisory Board of VTB Europe from 2014 to 2017.Bernard AbdelmalakMr. Abdelmalak serves as our Chief Financial Officer and has agreed to serve on our board of directors. Mr. Abdelmalak has over 21 years’ experience in banking and has served as a director within VTB Capital’s finance function since 2013. He is responsible for the management financial reporting of all of its trading businesses. Prior to this position, Mr. Abdelmalak served as a director at Renaissance Capital from 2007 to 2013, where his responsibilities included working within the Finance team, serving as Chief Operations Officer for the Equities and Fixed income businesses, where he was also responsible for the management of various business lines, as well as performing due diligence on certain emerging market targets for both takeovers and mergers, primarily in Africa. During Mr. Abdelmalak’s tenure at Renaissance Capital, he was also the head of the corporate governance function and a member of the due diligence panel that was interviewed by the EBRD (European Bank for Reconstruction and Development). Mr. Abdelmalak’s banking career started at Citi, where he was assistant vice president from 2000-2007. Mr. Abdelmalak holds a combined bachelor’s degree in Accounting and Law with honors from Kingston University.Enrique Fernández AisaEnrique Fernandez Aisa has agreed to serve on our board of directors as an independent director upon the closing of this offering. Since July 2020, Mr. Fernandez Aisa has been a Non-Executive Director at M.Video-Eldorado. Prior to his current role at the board of M.Video-Eldorado, Mr. Fernandez Aisa held various executive positions at the company, including as a Chief Executive Officer from 2016 to 2020 and as a Chief Commercial Officer from 2009 to 2016. Before joining, M.Video-Eldorado worked in different management roles in Eldorado Retail Company, MediaMarkt Saturn Retail Group, MediaMarkt Saturn Spain and Whirlpool Europe. Mr. Fernandez Aisa has a successful track record of M&A execution. During his tenure at M.Video-Eldorado, he oversaw the acquisition of Eldorado LLC for RUB 45.5 billion in April 2018 and the acquisition of Media-Saturn-Rusland LLC, the Russian business of MediaMarktSaturn, in August 2018.Jean-Pierre ThomasJean-Pierre Thomas has agreed to serve on our board of directors as an independent director upon the closing of this offering. Mr. Thomas is the president and founder of Thomas Vendôme Investment, an independent company that specializes in fundraising, M&A and strategic advisory services. Mr. Thomas is also 122 TABLE OF CONTENTSpresident and founder of the Russian-European Finance Company, LLC which he founded in 2019. Prior to founding Thomas Vendôme Investment in 2013, Mr. Thomas had worked as a managing partner of Lazard Bank for 15 years beginning in 1997. Mr. Thomas also had a political career in France, focusing on budgetary affairs & savings. Mr. Thomas also served as independent director and chairman of the board at RUSAL, from 2012 to 2019; advisor at Sanofi Pasteur, from 2014 to 2017; as president of the savings committee at Cercle de l’Union Interalliee, from 1998 to 2008; chairman of the audit committee at Recylex S.A. from 2015 to 2019; chairman of the remuneration committee at Recylex S.A. from 2013 to 2019; and has been serving as senior advisor to the president at AMUNDI, since 2016. Additionally, Mr. Thomas has held a number of political positions, including Vice-President of the Lorraine regional council from 1985 to 1991 and a chair of its financial committee from 1991 to 1997, as well as a Parliament Member representing the Vosges department from 1997 to 2002. He also sat on the National Assembly’s Financial Committee and acted as a spokesperson on the French budget. Mr. Thomas’ experience of legal framework development includes the “Loi Thomas”, the law on personal pension plans passed in 1997 in France.Herbert StepicHerbert Stepic has agreed to serve on our board of directors as an independent director upon the closing of this offering. Mr. Stepic is currently an independent international business consultant and serves as chairman at BC Moldindconbank S.A. From 2001 to 2013, he acted in multiple capacities at Raiffeisen, one of the leading banking groups in CEE, including deputy chairman of Raiffeisen Zentralbank, CEO of Raiffeisen Bank International AG (“RBI”) and Raiffeisen International Bank Holding, as well as being a member of the audit committee of Raiffeisen branches in Hungary, Poland, Bulgaria, Slovenia, Albania and Bosnia. He has been working as Consultant focused in the finance industry and real estate, primarily in CEE and EU-countries, since May 2013. Mr. Stepic holds non executive board positions in various industries internationally. Mr. Stepic has more than 40 years of experience in the international finance industry, business and trade and has particular expertise in for CEE, the Arab World and Far East Asia. Mr. Stepic is responsible for establishing the first RBI outpost in Budapest in 1987. Under his leadership, the bank expanded its network of subsidiary banks into 17 CEE-markets, and 32 outposts worldwide including Peking, Hong Kong and Singapore. Mr. Stepic has been serving in major board functions for 27 years, including his long term position on the board of the International Chamber of Commerce in Austria; he is the author of the “Handbook for Export Finance,” widely used in international trade and export.Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. Our board of directors is 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 general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than 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 Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Bernard Abdelmalak, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Riccardo Orcel will expire at our third annual general meeting. 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 election to our board of directors, as long as our 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 chairpersons 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 Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic are “independent 123 TABLE OF CONTENTSdirectors” as defined in Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Controlled Company StatusAfter completion of this offering and until the completion of our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. As a result, the Nasdaq will consider us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.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 $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 or in connection with the completion of our initial business combination except as described in this prospectus. 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. 124 TABLE OF CONTENTSCommittees 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 two standing committees: an audit 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 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. Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic serve as members of our audit committee. Our board of directors has determined that each of Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic are independent under Nasdaq listing standards and applicable SEC rules. Enrique Fernandez will serve as the Chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate, and our board of directors has determined that Herbert Stepic qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: •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; •establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; •monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and •reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic will serve as chairman of the compensation committee. 125 TABLE OF CONTENTSUnder Nasdaq listing standards, we are required to have at least two members of the compensation committee, all of whom must be independent directors. Our board of directors has determined that each of Enrique Fernández, Jean-Pierre Thomas and Herbert Stepic are independent under Nasdaq listing standards. We will adopt a compensation committee charter, which will detail the principal functions 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; •reviewing and approving the compensation of all of our other Section 16 executive officers; •reviewing our executive compensation policies and plans; •implementing and administering our incentive compensation equity-based remuneration plans; •assisting management in complying with our proxy statement and/or annual report disclosure requirements; •approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; •producing a report on executive compensation to be included in our annual proxy statement, to the extent required; and •reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director NominationsWe do not have a standing nominating committee. In accordance with Rule 560