Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Jonathan Christodoro ​ ​ ​ ​ 44 ​ ​ ​ Chairman ​ Rick Gerson ​ ​ ​ ​ 45 ​ ​ ​ Co-President ​ Oscar Salazar ​ ​ ​ ​ 43 ​ ​ ​ Co-President and Director Nominee ​ Ryan Khoury ​ ​ ​ ​ 37 ​ ​ ​ Chief Executive Officer ​ Scott Carpenter ​ ​ ​ ​ 49 ​ ​ ​ Chief Operating Officer ​ Matthew Corey ​ ​ ​ ​ 36 ​ ​ ​ Chief Financial Officer ​ Mitchell Caplan ​ ​ ​ ​ 63 ​ ​ ​ Director Nominee ​ Todd Davis ​ ​ ​ ​ 52 ​ ​ ​ Director Nominee ​ Jonathan Christodoro, 44, serves as our Chairman. Mr. Christodoro has served as the Chief Investment Officer and President at Patriot Global Management, LP since 2018. Prior to forming Patriot Global Management, Mr. Christodoro served as a consultant to Falcon Edge Capital. Prior to that, Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Carl Icahn manages investment funds, from July 2012 to February 2017. Prior to joining Icahn Capital, Mr. Christodoro served in various investment and research roles. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries. Mr. Christodoro currently serves as a director on the board of PayPal, Herbalife, Xerox and SandRidge Energy. He was previously a board member of eBay, Lyft, Hologic, Talisman Energy, Enzon Pharmaceuticals, American Railcar Industries and Cheniere Energy. Mr. Christodoro received an M.P.H. from the Harvard T.H. Chan School of Public Health, an M.B.A. from the University of Pennsylvania’s Wharton School of Business with Distinction, and a B.S. in Applied Economics and Management Magna Cum Laude with honors distinction in research from Cornell University. He also served in the United States Marine Corps. We believe Mr. Christodoro’s qualifications to serve on our board of directors include: his extensive investing and business experience; and experience serving as a director for various public companies. Rick Gerson, 45, serves as our Co-President. Mr. Gerson is the Founder, Chairman and Chief Investment Officer of Falcon Edge Capital. Prior to founding Falcon Edge Capital, Mr. Gerson was a Founding Member and Managing Director of Blue Ridge Capital, a New York-based investment firm. Mr. Gerson is a member of the Cleveland Clinic International Leadership Board, a founding member of the Board of Trustees of PAVE (a charter school in Brooklyn), and is a member of the board of 92nd Street Y (a cultural and community center in New York). Mr. Gerson is also a member of the Belfer Center’s International Council at the John F. Kennedy School of Government at Harvard University. Mr. Gerson graduated from the University of Virginia, McIntire School of Commerce with a BS in Commerce with a concentration in Finance. Oscar Salazar, 43, serves as our Co-President and has agreed to serve on our board of directors. Mr. Salazar is an advisor to private equity firms and executives of private companies (in the United States, Europe, and Latin America), and manages direct investments in private companies through his family office. From 2014 to 2019, Mr. Salazar was a co-founder and acted as Chief Technical Officer and board member of Pager, an on-demand healthcare company based in New York with operations in the United States and Latin America. Prior to Pager, Mr. Salazar was the Founding Architect and Chief Technology Officer of Uber Technologies. He is a board member of SEO (a New York City based organization that provides access to education to underserved communities). Mr. Salazar graduated with honors from L’Ecole Nationale des Telecommunications in Paris with a PhD in Telecommunications. We believe Mr. Salazar’s qualifications to serve on our board of directors include: his substantial experience in technology and business services sectors; his track record at Uber and Pager; and in advising companies. Ryan Khoury, 37, serves as our Chief Executive Officer. Mr. Khoury is a co-Founder and Partner of Falcon Edge Capital. Prior to joining Falcon Edge Capital, Mr. Khoury worked at Eton Park in London, where he focused on special situations and distressed credit investments in Europe, Middle East and Africa. 106 TABLE OF CONTENTS Before Eton Park, Mr. Khoury worked with Goldman Sach’s Financial Institutions Group where he worked on transactions including: ABN Amro’s sale and breakup to RBS, Santander and Fortis, Allianz offer for AGF and the Bank of Ireland’s sale of Davy. Prior to that he worked at JP Morgan in their Financial Institutions Group. Mr. Khoury graduated from the London School of Economics with First Class Honors in Economics and completed his MSc. in financial mathematics at Stanford University. Scott Carpenter, 49, serves as our Chief Operating Officer. Mr. Carpenter is the Chief Operating Officer of Falcon Edge Capital. He is responsible for the non-investment side of the business. He was a founding member of the firm when he joined at the beginning of 2012. Prior to joining Falcon Edge, Scott was the Global Head of Operations at CQS in London for eight years where he held a variety of responsibilities including Company Secretary for the CQS Management entities and Chairman of the CQS Control Committee. Prior to joining CQS in 2004, Scott worked for Credit Suisse for ten years in a variety of operational management roles in London, New York, Singapore. Matthew Corey, 36, serves as our Chief Financial Officer. Mr. Corey is the Chief Financial Officer of Falcon Edge Capital, Prior to joining Falcon Edge, Matthew worked for Gruss Capital Management for ten years in a variety of roles including Chief Financial Officer, Controller and Senior Accountant. Matthew worked on all aspects of fund accounting, management accounting, tax, operations, treasury and investor reporting at Gruss Capital Management. Matthew started his career as an auditor with Rothstein Kass from 2006 to 2009 where he conducted a variety of private company audits and prepared private company tax returns. Matthew graduated from Lehigh University with a Bachelor of Science in Accounting and completed a Master of Science in Jurisprudence from the Seton Hall School of Law. Matthew is a Certified Public Accountant licensed in New York. Mitchell Caplan, 63, has agreed to serve on our board of directors. He currently serves as president of Tarsadia Investments, a multi-billion dollar family office. Previously, Mr. Caplan was chief executive officer at Jefferson National, an industry-leading distributor of tax-advantaged investing solutions. From 2000 to 2008 he served as director and chief executive officer at E*Trade, a pioneering electronic trading platform for securities, where he led approximately 15 strategic acquisitions and subsequent integrations. Mr. Caplan currently serves on the board of directors of Modern Bank, PCS Retirement, Envisics Ltd. and Lereta, LLC. Mr. Caplan received a Bachelor’s in history from Brandeis University and a Juris Doctor and Master of Business Administration from Emory University. We believe Mr. Caplan’s qualifications to serve on our board of directors include: his substantial experience in financial, technology and business services sectors; his track record at Jefferson National and E*Trade; and his experience serving as a director for various public and private companies. Todd Davis, 52, has agreed to serve on our board of directors. He currently serves as Executive Chairman for Kadenwood, an industry leader in CBD consumer packaged goods. From 2005 to 2016, he was the Co-founder, CEO, and Chairman of LifeLock, Inc., a leading player in the identify-theft protection industry. He led the company from a start-up in 2005 to an IPO in 2012 on the NYSE and years later, through a successful acquisition by Symantec for $2.3 billion. Mr. Davis currently sits on multiple other private and philanthropic boards where he applies his experience in marketing, technology and building great teams to support early stage companies and position them for success. Mr. Davis received his Bachelor of Business Administration in entrepreneurship and management from Baylor University. We believe Mr. Davis qualifications to serve on our board of directors include: his substantial experience in technology and business services sectors; his track record at Lifelock and in advising and managing companies. 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 appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual 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 and , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of 107 TABLE OF CONTENTS and , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , and , 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, co-presidents, 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, subject to phase-in rules and a limited exception. Our board of directors has determined that            and            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 $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, 108 TABLE OF CONTENTS 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 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. , and will serve as members of our audit committee. Our board of directors has determined that each of and are independent under NASDAQ listing standards and applicable SEC rules. will serve as the Chairman 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 and 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; ​ 109 TABLE OF CONTENTS • 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 , and will serve as chairman of the nominating committee. Under NASDAQ listing standards, we are required to have 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 Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated: • should have demonstrated notable or significant achievements in business, education or public service; ​ • should possess the requisite intelligence, education an