Our officers, directors and director nominees are as follows: Name Age Position Gregg Lemkau Chief Executive Officer and Director John Cardoso Chief Financial Officer John Phelan Director (Chairman) James Breyer Director Nominee Edith Cooper Director Nominee Barry McCarthy Director Nominee Gregg Lemkau is currently the CEO and a Partner of MSD Partners. Prior to joining MSD Partners, Mr. Lemkau spent 28 years at Goldman Sachs, where he was most recently Co-Head of the Investment Banking Division. While at Goldman Sachs, Mr. Lemkau advised on hundreds of transactions accounting for over $1 trillion of deal value across sectors globally and spent significant time in high-growth sectors such as Technology, Media, and Healthcare. During his tenure at Goldman Sachs, Mr. Lemkau held several leadership roles, including Co-Head of Global Mergers & Acquisitions, Co-Head of the Technology, Media and Telecom Group, Co-Head of the Healthcare Group, and Chief Operating Officer of the Investment Banking Division while working in offices in both the U.S. and Europe. Mr. Lemkau was a member of the Management Committee, the Investment Banking Division Executive Committee, and served as Chairman of the Firmwide Commitments Committee. Mr. Lemkau is a member of the Board of Trustees of Dartmouth College and the Board of Advisors for Team Rubicon, a nonprofit whose mission is to unite the military veterans’ skills and experiences with first responders to provide impactful service across the world to communities affected by a disaster. Mr. Lemkau previously served as Chairman of the Board of Directors for Grassroot Soccer, a nonprofit using the power of soccer to fight against HIV and AIDS in Africa. Mr. Lemkau holds a Bachelor of Arts in Government and Economics from Dartmouth College. John Cardoso is the Chief Financial Officer of MSD Partners. Prior to joining MSD Partners in 2017, Mr. Cardoso was a Managing Director and Senior Fund Controller at Davidson Kempner Capital Management. Mr. Cardoso was previously a Director and Global Fund Controller at Clearwater Capital Partners and a Senior Audit Manager in the Alternatives Investment Management Practice at PricewaterhouseCoopers. Prior to this, Mr. Cardoso was a Senior Associate in the Alternatives Investment Management Practice at Rothstein, Kass & Company. Mr. Cardoso is the Chairman of MSD Partners’ Valuation Committee and is a member of the firm’s Conflicts & Compliance Committee, Audit Committee, Trade Allocation Committee, and the 401(k) Committee. Mr. Cardoso also serves as a member of the Audit Committee of the Michael & Susan Dell Foundation. Mr. Cardoso holds a Bachelor of Science in Accounting from St. John’s University. Mr. Cardoso is a Certified Public Accountant in the State of New York and a member of the American Institute of Certified Public Accountants. John Phelan is the Co-Founding Partner and Chief Investment Officer of MSD Partners and MSD Capital and is responsible for overseeing investment strategy. Prior to co-founding MSD Capital in 1998, Mr. Phelan was a Principal at ESL Partners (“ESL”), a Greenwich, Connecticut-based investment firm. At ESL, he was responsible for Special Situation and Distressed Investments and helped grow the firm from $50 million to over $2 billion in assets under management. Mr. Phelan was previously a Vice President at the Equity Group: Zell-Merrill Lynch Real Estate Opportunity Funds, where he oversaw Acquisitions (Western Region). Mr. Phelan began his career as an Analyst in the Investment Banking Division of Goldman Sachs. 119 Table of Contents Mr. Phelan serves on several charitable boards, including the Whitney Museum of Art, Spirit of America, and Third Option Foundation. He also serves as a member of Harvard Business School’s Board of Dean’s Advisors, the Investment Committee for the SMU Endowment, and is a Global Insight Partner and member of the North American Advisory Board for the London School of Economics. Mr. Phelan has over 30 years of investment and transactional experience across asset classes and geographies. He is responsible for building and developing integrated cross-asset platforms, various investment strategies, and has overseen a substantial increase in assets under management at MSD Capital and MSD Partners. He is Chairman of MSD Partners’ Investment Committee, and we believe MSDAC will benefit from his diverse experience investing in businesses at different growth stages through several economic cycles. Mr. Phelan received his Master of Business Administration from Harvard Business School and holds a Bachelor of Arts in Economics and Political Science, Phi Beta Kappa and cum laude with distinction, from Southern Methodist University. Mr. Phelan also holds a General Course degree with an emphasis in Economics and International Relations from The London School of Economics. James Breyer is the Founder and Chief Executive Officer of Breyer Capital, a premier venture capital firm based in Austin, Texas and Menlo Park, California. Mr. Breyer has been an early investor in over 40 technology companies that have completed successful public offerings or mergers. He served as Partner at Accel Partners from 1990 to 2016 and Managing Partner from 1995 to 2011. Mr. Breyer also has a long record of investing in China and partnering with Chinese entrepreneurs. He is Co-Chairman of IDG Capital, based in Beijing, and the first firm to bring venture capital into China. Over the past several years, Mr. Breyer has developed a deep personal and investment interest in long-term oriented entrepreneurs and teams working in artificial/augmented intelligence and human-assisted intelligence and has made numerous investments in this space. Mr. Breyer has served on the board of directors of The Blackstone Group Inc. since 2016 and previously served on the board of directors of Twenty-First Century Fox, Inc. from 2011 to 2019, Facebook, Inc. from 2005 to 2013, Etsy, Inc. from 2008 to 2016, Dell, Inc. from 2009 to 2013 and Wal-Mart Stores, Inc. from 2001 to 2013, as well as several other technology companies. Mr. Breyer is a Fellow Emeritus of the Harvard Corporation, Harvard University’s senior governing board. Mr. Breyer is also a Board Member and is Chairman Emeritus of the Advisory Board at the Tsinghua. Mr. Breyer is a long-time active volunteer as a Trustee of the San Francisco Museum of Modern Art, the Metropolitan Museum of Art in New York, the American Film Institute, and Stanford’s Center for Philanthropy and Civil Society. Edith Cooper has agreed to serve on our board of directors. Ms. Cooper is the co-founder of Medley, a membership-based community that fosters personal and professional growth, which she launched with her daughter in July 2020. Previously, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs Group, Inc. from March 2008 to December 2017, and, prior to that, she held various leadership positions in Goldman Sachs’ Securities Division from 1996 to 2008. Ms. Cooper began her career in derivative sales at Bankers Trust and Morgan Stanley. Ms. Cooper has served on the Board of Etsy, Inc., a publicly-traded e-commerce company, since 2018. She has also served on the board of Slack Technologies, Inc., a publicly-traded provider of cloud-based professional collaboration tools, since 2018. She has also served on the board of EQT, a publicly-traded purpose-driven global investment firm, since 2018. Ms. Cooper also currently serves on the board of directors of the Museum of Modern Art and Mt. Sinai Hospital. Ms. Cooper holds a Masters of Business Administration from Northwestern University Kellogg School of Management and a Bachelor of Arts in American History from Harvard University. Barry McCarthy has agreed to serve on our board of directors. Since 2011, Mr. McCarthy has served as an Executive Advisor and Venture Partner at Technology Crossover Ventures, a venture capital firm. Mr. McCarthy currently serves on the board of directors of Spotify Technology S.A., a music streaming company, for which he served as Chief Financial Officer from July 2015 to January 2020 and global head of the advertising business from September 2016 to January 2020. From 1999 to 2010, Mr. McCarthy 120 Table of Contents served as Chief Financial Officer and Principal Accounting Officer of Netflix. Before joining Netflix, Mr. McCarthy served as CFO of Music Choice between 1993 and 1999. Prior to joining Music Choice, Mr. McCarthy held various management positions in management consulting, investment banking, media and entertainment. Mr. McCarthy previously served on the boards of directors of Pandora Media Inc., a music streaming company, Eventbrite, Inc., an event management company, Chegg, Inc., an education technology company, and Wealthfront, an automated investment service firm. Mr. McCarthy holds a Bachelor of Arts in History from Williams College and a Master of Business Administration in Finance from the Wharton School at the University of Pennsylvania. 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) serving a three-year term. The term of office of the first class of directors, consisting of , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , will expire at our third annual general meeting. Prior 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 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. 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 with the company which in the opinion of the company’s board of directors, could 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 “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. 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 the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, administrative support and other services provided to us in the amount of up to $10,000 per month. 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 121 Table of Contents 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 our 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 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 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 of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website. 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. will serve as members of our audit committee. will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Barry McCarthy qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. 122 Table of Contents 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 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 will serve as chairman of the nominating committee. 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 us, generally prov