Our directors, director nominees and officers are as follows: Whitney A. Bower has served as our Chief Executive Officer and Chairman since November 2020. Mr. Bower is the Founder and Managing Partner of Noble Rock Advisors, an independent sponsor of mid-market growth and private equity investments in the technology sector. Mr. Bower currently serves as an advisor to BC Partners, Cortex Building Intelligence, Inflexion Private Equity and NAVEX Global Inc. Prior to founding Noble Rock Advisors, Mr. Bower founded and managed 3i’s top quartile US private equity business and held roles on the firm’s Global Investment and Compliance Committees. Mr. Bower built his track record as a principal and deal lead at Geocapital Partners and Bain Capital Ventures where he led 10 investments in the US and Europe. Earlier in his career, Mr. Bower was Director of Marketing at internet software company, Open Market Inc (NASDAQ: OMKT), and Manager of Strategy & Business Development with Fortune 500 media company, Times Mirror (NYSE: TMC). Mr. Bower graduated from Harvard College and received an M.B.A. from Harvard Business School. He is a former United States Peace Corps Volunteer and member of the Council on Foreign Relations. We believe Mr. Bower is well-qualified to serve on our board of directors based on his deep expertise in investing in technology companies in the software and tech-enabled services sectors, and his experience serving as advisor to companies in these sectors. Pete Low, CPA, CA, ICD.D, has served as our Chief Financial Officer since November 2020 and will serve as a director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Low is the former Executive Vice President and Chief Financial Officer of Saba Software Inc., a leading provider of cloud-based learning and talent management solutions for mid and large size enterprises around the globe. In April 2020, Saba Software was acquired by one of their primary competitors in the space, Cornerstone OnDemand (NASDAQ: CSOD), for approximately $1.3 billion. Prior to Saba Software, Mr. Low was the Chief Financial Officer of Halogen Software Inc., a leading provider of performance management solutions for small and medium size enterprises. Halogen Software was a publicly traded company before being acquired by Saba Software in May 2017. During his approximately 14 year tenure at both Halogen and Saba, Mr. Low oversaw the transition of an on-premise to cloud-based business, raised capital from a leading private equity firm, completed an initial public offering, acquired a European-based recruiting company, and expanded the business globally to serving over 3,000 customers in approximately 180 countries and 22 offices around the world. Prior to Halogen, Mr. Low was co-founder and Chief Financial Officer of Axis Capital Corporation, a privately held, early stage venture capital business, managing both private capital as well as a public investment fund. Over the six years at Axis, he made investments in early-stage software companies and realized two successful portfolio exits to both Microsoft and IBM, before selling Axis to another venture capital fund in April 2006. Prior to Axis, Mr. Low was a senior tax manager at Deloitte LLP in the technology group. Mr. Low obtained his Bachelor of Commerce degree from Mount Allison University, regularly named as one of Canada’s top undergraduate schools. Mr. Low obtained his Chartered Accountant (CA) designation in 1994 and his ICD.D designation from the Institute of Corporate Directors in 2015. Mr. Low has served on numerous private and not-for-profit boards both as a Director and as an Audit Chair. We believe Mr. Low is well-qualified to serve on our board of directors due to his public company and M&A experience, his close relationships with the venture capital and private equity community, and his governance credentials from both serving on boards and his ICD.D designation. Michael D. Alter will serve as a director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Alter is a Clinical Professor of Entrepreneurship at the University of Chicago’s Booth School of Business. Mr. Alter was the Executive Chairman (and former Interim CEO) of Vanco, a leading provider of electronic payment solutions to the faith-based and K-12 education communities. In 2013, he joined the board of The Tie Bar, LLC, a leading e-commerce destination for stylish men’s accessories, and served as the 112 Table of Contents Chief Executive Officer until 2016. Prior to The Tie Bar, Mr. Alter was a co-founder and CEO of SurePayroll, a SaaS technology company that is now a wholly owned subsidiary of Paychex. Mr. Alter co-founded SurePayroll in 2000 after six years as a Consultant with McKinsey and Company. Prior to receiving his M.B.A. from the Harvard Business School, Mr. Alter worked in various sales positions at IBM. He holds a bachelor’s degree in economics from Northwestern University. Mr. Alter is an active board and advisory board member for leading growth stage technology companies including: Vanco; MAX Digital/FirstLook, a leading SaaS technology company in mobile showroom and digital performance management for auto dealers; First Stop Health, a leading telemedicine services company; and Big Time Software, a leading provider of professional services automation software to engineering, accounting and other small and medium size professional services firms. Mr. Alter is a past recipient of the Illinois Technology Association CityLIGHTS CEO of the Year Award, and has been a nationally recognized spokesman on business issues, having served as a columnist for INC.com and appeared regularly in media outlets nationwide, including Bloomberg TV and the Wall Street Journal. We believe Mr. Alter is well qualified to serve on our board of directors based on his extensive experience growing, operating, and advising growth stage technology companies combined with his experience serving larger organizations for McKinsey and Company. David Habiger will serve as a director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Habiger has also served as President and CEO of J.D. Power, a market research and data analytics company, since March 2018. Mr. Habiger previously served as CEO of Textura Corporation (NYSE: TXTR), a software company focused on construction management, from April 2015 through its sale to Oracle in June 2016. From July 2011 until its sale to Cisco Systems in August 2012, Mr. Habiger served as the CEO of NDS Group Ltd., a provider of video software and content security solutions. From 2005 until its sale to Rovi Corporation in 2011, Mr. Habiger served as President and CEO of Sonic Solutions (NASDAQ: SNIC), a digital media software company. Mr. Habiger currently serves on the boards of directors of Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management solutions; Stamps.com, a postage company; Xperi Corporation, an intellectual property licensing company; and GrubHub, a food delivery company. Mr. Habiger also serves on the boards of directors of several private companies, and is Chairman of Sovos Compliance, a leading enterprise tax compliance software provider. Mr. Habiger is a director at the Chicago Federal Reserve and serves on the SABOR (Systems Activities, Bank Operations, and Risk) Committee and the Governance & HR Committee for the Federal Reserve. During the past five years, Mr. Habiger served as a public company board member of Enova, Control 4, Immersion Corporation, RealD, Inc., DTS, Inc. and Textura Corporation. Mr. Habiger received a B.B.A. in business administration from St. Norbert College and an M.B.A. from the University of Chicago. We believe Mr. Habiger is well-qualified to serve on our board of directors due to his extensive experience with the growth and development of technology companies, including service as a CEO at public and private companies. David Lang will serve as a director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Lang is a private equity investor who specializes in healthcare services, healthcare technology and software/services sectors. He began his career as a financial analyst at Merrill Lynch, then moved to TA Associates as a software associate in 1990. Mr. Lang spent 25 years at TA Associates in various roles, including Managing Director in its healthcare team. At TA Associates, Mr. Lang led investments in numerous companies, including One Call Medical, TARGUSinfo, American Access Care, Alma Lasers, Intercontinental Exchange, National Imaging Associates, MQ Associates, Medsolutions/Evicore and Lawson Software. Mr. Lang is Chairman of the Board of Lahey Hospital and Medical Clinic, Director at Connected Home Care, American Endovascular, Alumni Ventures Group, Clearview Dermatology, CA Healthcare Acquisition, Lexington Medical, Earthwatch Institute, and Community Action Partners. Mr. Lang graduated from Harvard College in 1989 and Harvard Business School in 1995. We believe Mr. Lang is well-qualified to serve on our board of directors due to his experience in the healthcare industry and his contacts and relationships. Aemish Shah will serve as a director upon effectiveness of the registration statement of which this prospectus forms a part. Mr. Shah is the Co-Founder and Managing Partner of General Global Capital (“GenGlobal”), a growth-stage technology investment firm focused on software and financial technology companies with notable investments that include Carta, SpaceX, SoFi, Impossible Foods, Digital Ocean, Rubrik, Grab Inc, Figure Technologies, CaaStle, Avant/Amount and Postmates. Mr. Shah has over fifteen years of experience as a technology investor and financial services banker. Over the course of his career, he has worked on over twenty successful M&A transactions with an aggregate value of over five billion dollars. Mr. Shah has also served on numerous non-profit boards and currently works with TeacherCraft, an EdTech non-profit focused on professional development. Prior to co-founding GenGlobal, Mr. Shah was a Partner at Grail Partners, a leading merchant bank focused on principal investing and advisory services in the financial services industry. While at 113 Table of Contents Grail, Mr. Shah invested in and advised over a dozen companies. In this role, he assisted companies in raising capital, served as a board advisor and worked closely with company management to run finance and operations. Mr. Shah began his career with PricewaterhouseCoopers as a Senior Associate in the financial advisory practice. At PwC, he focused on banking & capital markets, risk management, and also served as a member of the Firm’s Management Advisory Committee. Mr. Shah graduated from Cornell University with a Bachelor of Science in Operations Research and Industrial Engineering. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of six members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, 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 attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). 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 provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing rules 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 four “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Michael D. Alter, David Habiger, David Lang and Aemish Shah is an independent director under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers 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 pay our sponsor a total of $30,000 per month for office space, administrative, financial and support services. Other than as described herein, no compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, our sponsor, directors and officers, 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 us to our sponsor, directors, officers or our or any of their affiliates. On December 31, 2020, each of our directors (or their affiliates), officers and advisors together with certain third-party investors, including our anchor investor, entered into an amended and restated limited liability company agreement (the “Sponsor LLC Agreement”) of our sponsor, Noble Rock Sponsor LLC 114 Table of Contents Pursuant to the Sponsor LLC Agreement, certain of our directors (or their affiliates), officers and advisors made capital contributions to our sponsor in exchange for membership interests in our sponsor in an aggregate amount of $25,000, with respect to the issuance of 5,750,000 of our founder shares to our sponsor. In addition, certain of our directors (or their affiliates), officers and the third-party investors, including our anchor investor, have agreed to make certain at-risk capital contributions up to an aggregate amount of $6,600,000, the proceeds of which will be used by our sponsor to purchase the private placement warrants. Such persons have also agreed to make additional capital contributions to our sponsor upon request. Upon or after the consummation of our initial business combination and as determined by members of our sponsor, our directors (or their affiliates), officers and advisors and the third-party investors are entitled to receive distributions of the assets of our sponsor in accordance with such persons’ then respective economic interests in our sponsor. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, 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 officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Pursuant 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 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. The members of our audit committee will be Aemish Shah, Michael D. Alter and David Lang. Aemish Shah will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that each of Aemish Shah and David Lang qualify 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 purpose and 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 registered public accounting firm and any other independent registered public accounting firm engaged by us; 115 Table of Contents • pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public