Our officers, directors and director nominees are as follows: Name Age Position Mitchell H. Green 39 Chairman, Chief Executive Officer Nimay Mehta 32 President and Chief Financial Officer Brian Neider 40 Chief Operating Officer Margaret C. Whitman 64 Director Nominee Nick Mehta 43 Director Nominee Sydney Carey 56 Director Nominee Russell D. Fradin 44 Director Nominee Mitchell H. Green serves as our Chairman and Chief Executive Officer. Mr. Green is the founder of Lead Edge and currently serves as one of the firm’s three General Partners. He founded Lead Edge in 2012 with the private equity team from Eastern Advisors Capital Group, LLC and is a member of the Investment Committee for all Lead Edge funds. Mr. Green has led investments in companies such as Alibaba Group (IPO), Spotify (Direct Listing), BlaBlaCar (exited), Serena & Lily (acquired), Uber (IPO), Bazaarvoice (IPO), Benchling, Amplitude, Drillinginfo (acquired), Mindbody (IPO), Marketo (IPO), Monetate (acquired), Xamarin (acquired), Appirio (acquired), Asana (Direct Listing) and Red Ventures. Prior to founding Lead Edge, Mr. Green was on the investment teams at Eastern Advisors, a Tiger hedge fund seeded by Julian Robertson, and Bessemer Venture Partners. Mr. Green holds an M.B.A. in Marketing from The Wharton School of the University of Pennsylvania and a B.A. in Economics from Williams College. We believe Mr. Green’s significant investment and business management experience make him well qualified to serve as a member of our board of directors. Nimay Mehta serves as our President and Chief Financial Officer. Mr. Mehta is a General Partner at Lead Edge Capital, which he joined in 2012, and a member of the Investment Committee for all Lead Edge funds. Mr. Mehta has led investments in companies such as Bumble (IPO), Spotify (Direct Listing), Marketo (IPO), Delivery Hero (IPO), iParadigms (acquired), VivaReal (acquired), Uber (IPO), Drillinginfo (acquired), Spotify (Direct Listing), BlaBlaCar (exited), Mindbody (IPO), Arrive Logistics, Weave, eSSENTIAL Accessibility, Azul Systems, ClearScore, GlobalVetLINK, Ensighten, Help Scout, LiveView Technologies, Lean Solutions and TransferWise. Prior to Lead Edge, Nimay was an analyst at Insight Venture Partners where he focused on growth-stage software and internet businesses. He holds an A.B. in Economics from Harvard University. Brian Neider serves as our Chief Operating Officer. Mr. Neider joined Lead Edge in 2012 and is a member of the Investment Committee for all Lead Edge funds. Mr. Neider has led investments in companies such as Toast, Immedis, Amplitude, Workhuman, Catawiki, Asana (Direct Listing), Signal Sciences (acquired), Anaqua (acquired), Duo Security (acquired), Kapost (acquired), Compass (exited) and Xamarin (acquired). Prior to joining Lead Edge, Mr. Neider was a Vice President in the New York office of FTV. While at FTV, he focused on middle-market growth investments in the software and business services sector. Prior to earning his M.B.A., Mr. Neider was a New York-based investment professional with Bessemer Venture Partners. Mr. Neider holds an M.B.A. in Finance from Columbia Business School and a B.S. in Economics from the Wharton School at the University of Pennsylvania. Margaret C. Whitman has agreed to serve as a member of our board of directors. Ms. Whitman is a business executive, former political candidate, and philanthropist. Based in Colorado, Ms. Whitman currently serves as a member of the board of directors for The Procter & Gamble Company, a consumer goods company. Most recently, Ms. Whitman served as Chief Executive Officer for Quibi. Prior to joining Quibi, Ms. Whitman served as the Chief Executive Officer for Hewlett Packard Enterprise Company, or HPE, a multinational enterprise information technology company, and as its President and Chief Executive Officer from 2015 to June 2017. From 2014 to 2015, Ms. Whitman served as President, Chief Executive Officer, and Chairman for Hewlett-Packard Company (now known as HP Inc.), the former parent of Hewlett Packard Enterprise Company, and as its President and Chief Executive Officer from 2011 to 2015. Prior to joining HP Inc., Ms. Whitman was the Republican Party’s nominee for the 2010 gubernatorial race in California. From 1998 to 2008, Ms. Whitman served as President and Chief Executive 111 Table of Contents Officer of eBay Inc. Ms. Whitman previously served as a member of the board of directors for HP Inc., Hewlett Packard Enterprise Company, and for a number of private companies. Ms. Whitman currently serves as the Nation Board Chair for Teach For America. Ms. Whitman holds an M.B.A. from Harvard Business School and an A.B. in Economics from Princeton University. We believe Ms. Whitman’s significant business management and executive experience make her well qualified to serve as a member of our board of directors. Nick Mehta has agreed to serve as a member of our board of directors. Mr. Mehta has served as the Chief Executive Officer of Gainsight, a leading provider of customer relationship management software that was acquired by Vista Equity in November 2020. Mr. Mehta also serves on the board of F5 Networks, Inc. (NASDAQ: FFIV) and as a general partner of Acceleprise San Francisco. Prior to Gainsight, Mr. Mehta served as an Executive-in-Residence at Accel Partners and as the Chief Executive Officer of LiveOffice prior to its acquisition by Symantec. Mr. Mehta holds an M.S. in Computer Science from Harvard University and a B.A. in Biochemistry from Harvard College. We believe Mr. Mehta’s significant investment and business management experience make him well qualified to serve as a member of our board of directors. Sydney Carey has agreed to serve as a member of our board of directors. Ms. Carey is an accomplished Chief Financial Officer with deep public markets, corporate finance, and strategy expertise. Ms. Carey has served as the Chief Financial Officer of Sumo Logic (NASDAQ:SUMO) since November 2018 and on the board of Asana (NYSE: ASAN) since August 2019 where she is Audit Committee Chair. Ms. Carey has extensive experience in leading public companies and pre-IPO organizations, as both an executive and a board member. A Stevie Award Winner for Women in Business – Best Executive, and a San Francisco Business Times’ Bay Area CFO of the Year, Ms. Carey’s broad financial experience includes two decades of operational and strategic leadership roles. Previously, Ms. Carey served as the Chief Financial Officer at Duo Security, which was acquired by Cisco Systems in 2018. Before Duo, she was Chief Financial Officer to the high-growth private SaaS companies Apttus, from June 2016 to December 2017, a leading, international provider of Quote-to-Cash (QTC) software, Zscaler, from 2015 to June 2016, a global provider of cloud-based information security, and MongoDB, provider of a leading open source database. Prior to MongoDB, she spent nine years at TIBCO Software, a multi-billion public software company, with three years as Executive Vice President and Chief Financial Officer. Ms. Carey also recently served on the board of directors of Bazaarvoice, a leader in social software and data analytics, and oversaw its acquisition by Marlin Equity Partners. Ms. Carey holds a bachelor’s degree in economics from Stanford University, and is a passionate advocate for female leadership in finance/IT, as well as STEAM education. We believe Ms. Carey’s significant business management, financial and executive experience make her well qualified to serve as a member of our board of directors. Russell D. Fradin has agreed to serve as a member of our board of directors. Mr. Fradin is a technology founder, executive and investor who has been working across the startup industry since 1996. Based in Silicon Valley, Mr. Fradin currently serves as Chairman of Dynamic Signal, a business he founded and ran as CEO for ten years, and Vice Chairman of Carbon Health. He previously served as a director for TubeMogul until 2016. Prior to founding Dynamic Signal, Mr. Fradin was an early employee at the first online advertising network, Flycast Communications, which went public in the late 1990’s before being acquired by CMGI. He was also a pre-launch executive at comScore and Wine.com, as well as the founder and CEO of Adify, which he sold to Cox Enterprises in 2008. Mr. Fradin is an active angel investor, working with companies including Chime, Carbon Health, Funzio (acquired), LiveRamp (acquired), Milo (acquired), Playdom (acquired), Smarterer (acquired) Snappy.tv (acquired), Stance, Trunkk Club (acquired) and Udemy. He has served on two public boards, ten private boards and is also on the board of CoachArt, a non-profit in California. Mr. Fradin holds a B.S. in Economics from The Wharton School of the University of Pennsylvania. We believe Mr. Fradin’s significant investment and business management experience make him well qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors 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 of shareholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to 112 Table of Contents 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 , will expire at our first annual general meeting of shareholders. The term of office of the second class of directors, consisting of and , will expire at our second annual general meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Green and Mr. Fradin, will expire at our third annual general meeting of shareholders. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee appointed by holders of a majority of our founder shares or by the directors. 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 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 each of Margaret C. Whitman, Nick Mehta and Sydney Carey are “independent directors” as defined in 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 up to $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 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. 113 Table of Contents 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. Russell D. Fradin, Nick Mehta and Sydney Carey will serve as members of our audit committee. Our board of directors has determined that each of Russell D. Fradin, Nick Mehta and Sydney Carey are independent under Nasdaq listing standards and applicable SEC rules. Sydney Carey will serve as the Chairperson 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 Sydney Carey qualifies 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 114 Table of Contents • 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 Committee Upon 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 and , and will serve as chairman of the nominating committee. 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 Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by