Our officers, directors and director nominees are as follows:Name​​Age​​PositionMarcelo Claure​​50​​Chairman and Director Nominee, Chief Executive Officer Michel Combes​​58​​President, DirectorPaulo Passoni​​42​​Managing PartnerMweashuma (Shu) Nyatta​​40​​Managing PartnerChris Cooper​​56​​Chief Financial OfficerMichelle C. Kerrick​​58​​Director NomineeAnnette Franqui​​58​​Director NomineePatricia Wexler​​45​​Director NomineeMarcelo Claure will be the Chairman of our board of directors and serve as our CEO. He has served as an Executive Vice President and COO of SoftBank Group Corp since May 2018. He oversees SoftBank's operations and strategy globally along with SoftBank’s senior management, including CEO Masayoshi Son. Prior to this position, Mr. Claure oversaw the merger of Sprint Corp. with T-Mobile US Inc., first as the CEO from August 2014 to May 2018, and later as the Executive Chairman, of Sprint Corp. from May 2018 to April 2020. Previously he was the founder and CEO of Brightstar Corp. from 1997 to February 2015, the time of its sale to SoftBank. Mr. Claure has served and continues to serve in several senior leadership roles including as Chairman of the Board of Fortress Investment Group since May 2019, Director and Executive Chairman of WeWork since December 2019, Director of Brightstar Corp. since March 2019, Director of T-Mobile US Inc. since April 2020, and Director of Arm Limited since March 2018. We believe Mr. Claure’s distinguished career experience will make him a valuable additional to our board. Mr. Claure holds a bachelor’s degree of science in economics and finance from Bentley University.Michel Combes serves as our President and director. He has served asthe President of SoftBank Group International since April 2020. He joined SoftBank Group International after successfully overseeing the merger of T-Mobile with Sprint, where Mr. Combes was the CEO from May 2018 to April 2020. From January 2018 to May 2018, Mr. Combes served as CFO of Sprint. Mr. Combes has led a distinguished career marked by several successful transformations and combinations, with over 30 years of experience in the telecommunications and technology industries, which we believe will make him a valuable addition to our board. Prior to his joining Sprint, Mr. Combes served at Altice Group as CEO and chief operating officer from June 2016 to November 2017, previously serving as chief operating officer of Altice Groupfrom September 2015 He also served as Chairman and CEO of SFR Group from September 2015 to November 2017. Additional executive experience includes positions as CEO of Alcatel-Lucent, CEO of Vodafone Europe, Chairman and CEO of TDF Group, CFO and senior executive vice president of France Telecom. In addition, Mr. Combes serves or has served as a board member of Philip Morris International since December 2020 and F5 Networks since June 2018. Mr. Combes is a graduate of École Polytechnique and Télécom ParisTech, with a focus in engineering. Paulo Passoni serves as Managing Partner. He has served as a Managing Partner of the SoftBank Latin America Fund since April 2019. Previously, he spent over seven years, from May 2011 to January 2019, at Third Point LLC, as Managing Director of emerging markets focusing on Latin America across the capital structure. Prior to that, he was a founding member of Eton Park's special situation effort in Latin America where he sourced, executed and monitored private investments. Mr. Passoni started his career at Morgan Stanley in the investment banking division based out of São Paulo. Mr. Passoni holds a joint degree in business from Harvard Business School (Baker Scholar) and in public policy from the John F. Kennedy School of Government. He obtained his undergraduate degree from Fundação Getulio Vargas in business in São Paulo, Brazil (honors).Mwashuma (Shu) Nyatta serves as our Managing Partner. He has served as a Managing Partner of the SoftBank Latin America Fund since April 2019 and the SoftBank Opportunity Fund since June 2020. He joined SoftBank in 2015 as a founding member of SoftBank’s Silicon Valley investment team. He subsequently joined the SoftBank Vision Fund in 2017, also as a founding member, where he led investments in the US, Europe, India and China, across a variety of sectors. Prior to joining SoftBank in 2015, Mr. Nyatta was at JP Morgan and McKinsey & 106 TABLE OF CONTENTSCo. Outside of board memberships for various Latin America Fund companies, Mr. Nyatta serves on the board of Lemonade (NYSE: LMND) and the global board of Endeavor. Mr. Nyatta has a bachelor’s degree in economics from Harvard University and was a Rhodes Scholar at Oxford University.Chris Cooper is our CFO. He has served as the Chief Financial Officer of SoftBank Group International since June 2019. Mr. Cooper is a seasoned senior finance executive with over 30 years of finance, M&A, fund and cross-border experience. Previously, Mr. Cooper served as Global Chief Financial Officer and Chief Compliance Officer of Sequoia Capital from March 2016 to June 2019, where he led the firm's overall financial strategy and global administrative activities, including multiple fundraisings. Prior to that Mr. Cooper was a partner at Deloitte from March 2008 to February 2016. Mr. Cooper holds a bachelor’s degree in business administration and a master’s degree in accounting from the Ross School of Business at the University of Michigan. Michelle Kerrick will serve as an independent director on the board of directors of the Company and as Chair of the Audit Committee. Ms. Kerrick is a Board member for HydraFacial, an FDA registered manufacturer of advanced aesthetic consumer products and technologies. She also serves on the board of a publicly traded REIT, American Homes 4 Rent. Ms. Kerrick is an accomplished leader, with 35 years of diverse management and executive leadership experience at Deloitte, where she was a firm partner until September 2020. Ms. Kerrick has been a trusted advisor to Fortune 500 C-suite executives, corporate boards and audit committees across a broad set of industries. She brings experience in the areas of financial and strategic planning, operational effectiveness and digital transformation. She also has a strong background in corporate governance and is qualified to serve as a financial expert. We believe Ms. Kerrick will make a valuable addition to our board because she brings deep financial and strategic acumen. Ms. Kerrick’s corporate governance, audit and financial expertise provides her with the necessary skills and experience to perform audit committee functions. Ms. Kerrick received her bachelors’ degree in accountancy from Northern Arizona University.Annette Franqui will serve as an independent director of the board of directors of the Company. Ms. Franqui is the Board Chair of the AARP, one of the largest non-profit organizations in the U.S., as well as Chair of its Board Governance Committee and Compensation Committee. Ms. Franqui is also a founding partner, President and CIO of Forrestal Capital, a business and investment advisory firm formed in 2003 to service the original Latin American founding families of Panamco. She serves on the board of various private companies in Latin America, the US and Europe as well as Arcos Dorados, a NYSE-listed company that is the largest operator of McDonald’s restaurants in Latin America and the Caribbean and its largest franchisee in terms of system-wide sales and number of restaurants. She has held this position since 2007. Previously, she served as Chief Financial Officer of NYSE-listed Panamco, until its sale in 2003 and spent 15 years in various roles in the financial industry, including as Managing Director at JP Morgan Chase and in other senior roles at Goldman Sachs. We believe Ms. Franqui will make a valuable contribution to our board because of her distinguished experience in Latin America and beyond. She is qualified to serve as a financial expert. Ms. Franqui holds a bachelor’s degree in Economics from the Wharton School of the University of Pennsylvania, an MBA from the Stanford University Graduate School of Business and is a CFA charter holder.Patricia Wexler will serve as an independent director on the board of directors of the Company. Ms. Wexler has served as co-founder and Managing Director of Starlight Ventures since August 2017, an early-stage venture fund based out of Florida. From March 2013 to August 2017 she ran Tembo Capital, the private investment arm of a family office, and before that she was a Principal at Elevation Partners, a private equity fund focused on media and technology. Prior to that, she ran the global business development team for Locaweb, Brazil’s leading webhosting provider. Prior to joining Locaweb, Ms. Wexler was a Manager in the Strategic Planning group at The Walt Disney Company. She began her business career with management consulting and investment banking experience across Latin America at BCG and DLJ, respectively. She brings experience in the areas of investing in Latin America, which we believe will make her a valuable additional to our board. Ms. Wexler graduated cum laude from Simon Bolivar University with an MSc in Manufacturing Engineering, and she received an MBA from Harvard Business School, where she was a Baker Scholar.Number and Terms of Office of Officers and DirectorsUpon 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. Each of our directors will hold office for 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 directors will expire at our third annual general meeting. 107 TABLE OF CONTENTSPrior 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 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 including those 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 IndependenceNasdaq listing standards 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 other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. 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 listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Michelle Kerrick, Annette Franqui, and Patricia Wexler is an independent director under applicable SEC rules and Nasdaq listing standards.Executive Officer and Director CompensationNone of our executive officers or directors have received any cash compensation for services rendered to us. 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. In addition, our sponsor will grant each of our independent directors an option to purchase 30,000 Class B ordinary shares for a purchase price equal to    . 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 108 TABLE OF CONTENTStheir 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 DirectorsPursuant to Nasdaq listing rules we will establish three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1).Audit CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Michelle Kerrick, Annette Franqui, and Patricia Wexler will serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our board of directors has determined that each of Michelle Kerrick, Annette Franqui, and Patricia Wexler are independent under Nasdaq listing standards and applicable SEC rules. Ms. Kerrick 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. Kerrick and Ms. Franqui 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;•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.Nominating CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be     , 109 TABLE OF CONTENTS     and     , and      will serve as chairman of the nominating committee. Under the Nasdaq listing standards, director nominees can be selected by a nominating committee composed entirely of independent directors. Our board of directors has determined that each of     ,      and      are independent.The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.Guidelines for Sel