Our officers, directors and director nominees are as follows: Name Age Position Pedro Arnt 48 Co-Chief Executive Officer and Director Hernan Kazah 50 Co-Chief Executive Officer, Chairman and Director Catherine Ambrose 57 Director nominee Gregory Waldorf 53 Director nominee Jonathan Levav 46 Director nominee Angel Uribe 46 Chief Investment Officer Board of Directors Pedro Arnt has served as Co-Chief Executive Officer and Director since June 17, 2021. Mr. Arnt has served as Chief Financial Officer of MELI since June 1, 2011. Prior to his appointment as Chief Financial Officer, Mr. Arnt served in various capacities since joining MELI in December 1999. Mr. Arnt initially led the business development and marketing teams as vice president, and later managed MELI’s customer service operations. Mr. Arnt then held the position of vice president of strategic planning, treasury and investor relations, actively participating in MercadoLibre, Inc.’s transition from a private to a public company, and playing an important role in capital markets, corporate finance, strategic planning and treasury initiatives. Prior to joining MercadoLibre, Inc., Mr. Arnt worked for The Boston Consulting Group. He is a Brazilian citizen and holds a Bachelor’s degree, magna cum laude, from Haverford College and a Master’s degree from the University of Oxford. Hernan Kazah has been our Co-Chief Executive Officer, Chairman and Director since June 17, 2021. Mr. Kazah co-founded and led the position as Chief Operating Officer of MELI from 1999 until 2009. From 2009 until 2011, Mr. Kazah was MELI’s Chief Financial Officer. In 2011, Mr. Kazah co-founded Kaszek, where he currently serves as Co-Founder and Managing Partner. Since its inception, Kaszek has raised more than $2 billion in seven different funds, becoming the largest Latin American Venture Capital firm. Prior to joining MercadoLibre, Inc., Mr. Kazah worked as a Brand Manager at Procter & Gamble and was a finance analyst both at the UN Development Program and at a stock brokerage firm. Mr. Kazah currently sits on the boards of several of Kaszek’s portfolio companies, including MadeiraMadeira, DigitalHouse, CaminoEducação, Covalto (formerly known as CrediJusto), LaHaus, Sallve and Valoreo. Mr. Kazah was selected “Endeavor Entrepreneur” in 1999, “Established Endeavor Entrepreneur” in 2009, as one of “The Outstanding Young Persons of Argentina” by the Junior Chamber International in 2004, and Entrepreneur Master of the Year 2018 by Ernst & Young Argentina. Mr. Kazah holds a Master’s of Business Administration from Stanford University and a bachelor’s degree in Economics, magna cum laude, from the University of Buenos Aires. Catherine Ambrose has agreed to serve as a member of our board of directors. From 2007 to 2019, Ms. Ambrose was Executive Director of the Latin American Venture Capital Association (LAVCA), a Delaware incorporated 501c6 membership organization with 200 member firms. For the same period, she was also a member of the LAVCA board. At LAVCA, Ms. Ambrose interacted with the key private equity and VC investors active in Latin America on a daily basis, oversaw a research team that produces data on investment activity, and launched and managed a range of programs to promote the development of the private capital ecosystem in Latin America. In October 2019, LAVCA entered into a merger with the Global Private Capital Association (GPCA), another non-profit 501c3 incorporated in Delaware, but with a global scope covering Asia, Africa, CEE and the Middle East in addition to Latin America. In connection with that merger, Ms. Ambrose became chief executive officer and a board member of GPCA, a role which she continues to perform today. Ms. Ambrose also currently serves as director of Girls Write Now, where she also serves as the Finance Committee Chair. 140 Table of Contents Gregory Waldorf: Mr. Waldorf is the former CEO of Invoice2go, which was acquired by Bill.com in September, 2021. During his time as CEO of Invoice2go, Mr. Waldorf operated the software and payments company which served more than 200,000 small businesses globally and revolutionized how the world’s smallest businesses work. Prior to Invoice2go, Mr. Waldorf has a long history of involvement with leading technology businesses and a lifetime passion for entrepreneurship. During his career, he has contributed to many businesses as an executive leader, board member, entrepreneurial founder and early stage investor. His former experience includes being the Chief Executive Officer of eHarmony, where he led the company through an extended period of global growth, and being a Chief Executive Officer-in-Residence at Accel Partners. In addition to his executive roles, Mr. Waldorf has served on numerous private and public company boards in addition to his investments in many technology growth companies. Mr. Waldorf has recently served on the boards of Virta Health, Grupo Zap and Invoice2go, in addition to 11 years combined on the boards of Zillow and Trulia, where he served as Lead Director. Mr. Waldorf is a Senior Advisor to Sixth Street Partners and a Lecturer at Stanford University’s Graduate School of Business. Mr. Waldorf holds a Master of Business Administration from Stanford University and Bachelor of Arts from UCLA. Jonathan Levav has agreed to serve as a member of our board of directors. Mr. Levav is the King Philanthropies professor of marketing at the Stanford Graduate School of Business. His research is aimed at understanding consumer’s judgments and choices by using tools from experimental psychology and behavioral economics. In particular, Mr. Levav studies the contextual factors that influence people’s choices and judgments. His research is both basic and applied—from probability judgment to product customization decisions. Mr. Levav received his PhD in marketing from the Fuqua School of Business, Duke University, and his AB in public and international affairs from Princeton University. Mr. Levav is the winner of the Hillel Einhorn Young Investigator Award, awarded biennially by the Society for Judgment and Decision-Making. Prior to joining Stanford he was a member of the faculty at the Columbia Business School. Executive Officers Angel Uribe has been our Chief Investment Officer since June 17, 2021. Mr. Uribe joined our Sponsor in 2021 to lead SPAC investment activities. Prior to that, Mr. Uribe was a Partner at TPG Growth and TPG’s impact investment platform The Rise Fund, where he led the firm’s Latin America platform since joining the firm in 2016 as a Senior Advisor. During his tenure at TPG, Angel led investments including ResultadosDigitais and DigitalHouse, and served on the board of both companies. Before joining TPG, Angel spent 15 years leading private equity investments in Latin America, mainly as a partner at Southern Cross Group, where he founded the firm’s Brazilian operation in 2007. Prior to Southern Cross, Angel was CEO of the Lagarde Winery in Argentina. Mr. Uribe holds a Master’s of Business Administration with honors from Austral University in Argentina and he completed an Executive Program at Stanford University. Mr. Uribe also Graduated as Agricultural Engineer from UCA University in Argentina. 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. Holders of our founder shares will have the right to appoint 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 by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. The term of office of the first class of directors, consisting of Catherine Ambrose and Jonathan Levav, will expire at our first general meeting. The term of office of the second class of directors, consisting of Gregory Waldorf, will expire at the second general meeting. The term of office of the third class of directors, consisting of Hernan Kazah and Pedro Arnt, will expire at the third general meeting. We may not hold an annual general meeting until after we consummate our initial business combination. 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 141 Table of Contents appropriate pursuant to our amended and restated memorandum and articles of association. 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, chief financial officer, chief investment officer, chief business officer, president, vice presidents, secretary, treasurer and such other officers 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. 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. Our board of directors has determined that Catherine Ambrose, Gregory Waldorf and Jonathan Levav are “independent directors” as defined in Nasdaq rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation In connection with Mr. Uribe’s services as our Chief Investment Officer and other services provided to the sponsor, Mr. Uribe and our sponsor entered into an offer letter pursuant to which Mr. Uribe is entitled to receive a cash fee at a rate of $450,000 per annum paid by the sponsor in monthly installments from June 1, 2021 until the consummation of our initial business combination. Mr. Uribe’s relationship with our sponsor will terminate automatically upon consummation of our initial business combination and may be terminated earlier by either party for any or no reason. Other than as described above, none of our executive officers or directors have received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid by us to our sponsor, members of our management team, special advisors or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, 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 $10,000 per month, for 24 months, for office space, secretarial, support and administrative services provided to members of our management team (upon completion of our initial business combination, any portion of the amounts due that have not yet been paid will accelerate). In addition, our sponsor, executive 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 by the Company to our sponsor, executive 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 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, directors, special advisors 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 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 142 Table of Contents 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 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. Under 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. Catherine Ambrose, Gregory Waldorf and Jonathan Levav will serve as members of our audit committee, and Gregory Waldorf will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. Each member of the audit committee is financially literate and our board of directors has determined that Gregory Waldorf qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 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 auditors 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 auditors 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 auditors have with us in order to evaluate their continued independence; 143 Table of Contents • 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 quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Catherine Ambrose, Gregory Waldorf and Jonathan Levav will serve as members of our compensation committee. Gregory Waldorf will chair the compensation committee. 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 Co-Chief Executive Officers’ compensation (if any) evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining an