Our officers, directors and director nominees are as follows: Name Age Position Hubertus Muehlhaeuser 51 Chairman and Chief Executive Officer Burak Alici 45 Lead Director Nina Murphy 43 Chief Financial Officer Erik Olsson 58 Director Nominee Peter Grosch 65 Director Nominee Luciano Mozzato 63 Director Nominee Hubertus Muehlhaeuser is our Chairman and Chief Executive Officer. Mr. Muehlhaeuser was the Chief Executive Officer and Executive Director of CNH from September 2018 to March 2020, which generated revenue of $28 billion in 2019. Mr. Muehlhaeuser helped to strategically reposition CNH by announcing the separation of the company’s on-highway business (IVECO and FPT) from the core off-highway business (Case, New Holland, Steyr) and by focusing on growth and enhancements to the product and technology portfolio while delivering meaningful efficiencies and profit margin improvement. From 2015 to September 2018, Mr. Muehlhaeuser was the President & Chief Executive Officer of Welbilt, helping the company successfully complete its spin-off from Manitowoc in 2016 and acquire and successfully integrate Crem, a leading coffee machine maker. Prior to Welbilt, Mr. Muehlhaeuser served as the Senior Vice President and General Manager of AGCO, during which time he contributed to the firm’s nearly doubling of revenue and tripling in market capitalization. Mr. Muehlhaeuser started his career at Arthur D. Little, where he was the global leader of Arthur D. Little´s Strategy & Transformation Practice, working with many of the world´s leading industrial companies. Mr. Muehlhaeuser received a Master’s degree in Business Administration from the EBS University for Business and Law. We believe Mr. Muehlhaeuser’s extensive experience in business and managing public companies make him well qualified to serve as a member of our board of directors. Burak Alici serves as our Lead Director. He is the Chief Executive Officer of QVIDTVM, a private investment firm focused on long-term capital appreciation with investments to support the growth of mission-driven entrepreneurs and unique global businesses, which he founded in April 2019. Prior to founding QVIDTVM, Mr. Alici served as a Managing Director at Morgan Stanley Investment Management, where his career spanned 12 years and where he managed the Global Discovery Fund, the number one fund in the Morningstar World Stock category. Before joining Morgan Stanley, Mr. Alici managed a multi-strategy investment partnership in Turkey for high net-worth individuals and began his career developing stock selection models for a market neutral hedge fund in Boston. Mr. Alici received a Master’s degree in Business Administration from Columbia Business School as a member of the Applied Value Investing Program, a Master of Science in Finance from Boston College, and a Bachelor of Science in Mechanical Engineering from Bogazici University. We believe Mr. Alici’s extensive experience in business management and investing make him well qualified to serve as a member of our board of directors. Nina Murphy serves as our Chief Financial Officer. She is currently the Chief Operating Officer of QVIDTVM where she is responsible for all financial management, legal, operations, administration and tax activities, since April 2019. From September 2018 to April 2019, Ms. Murphy was an Executive Director at MSIM on the Private Credit and Equity platform. From 2013 to September 2018, Ms. Murphy was the Chief Financial Officer of KEC Ventures, an early stage venture fund. She has over 20 years of financial, operational and product development experience having helped launch and manage several hedge funds and alternative investment products. In addition to the above, Ms. Murphy’s experience includes serving in chief financial and operating officer at AT Global Capital, a global macro hedge fund. Ms. Murphy received a Master’s degree in Business Administration from Columbia Business School and a Bachelor of Science in Business Management and Finance from Brooklyn College. Erik Olsson will be a member of our board of directors. Mr. Olsson is currently serving Chairman of the Board of Directors of WillScot Mobile Mini, Inc. (NASDAQ:WSC), the world’s leading provider of turnkey modular space and portable storage solutions with operations in the U.S., UK and Canada, since October 2019. Prior to this he served as President, CEO and Director of Mobile Mini, Inc., a portable storage company, from 2013 to October 2019. He is 112 Table of Contents also Chairman of the Board of Directors of Ritchie Bros. Auctioneers Inc. (NYSE:RBA), the world’s largest industrial auctioneer, and a Director of Dometic Group AB (ST:DOM), a global industrial provider of solutions for mobile living. Mr. Olsson earned a B.Sc. in Business Administration and Economics from the University of Gothenburg. We believe Mr. Olsson’s extensive experience in business and managing public companies make him well qualified to serve as a member of our board of directors. Peter Grosch will be a member of our board of directors. Mr. Grosch is also the Chairman at Innio AG, serves on the board of 3i plc as a non-executive director and is a senior advisor to CAPVIS and Partners Group Ltd. Mr. Grosch was previously the Deputy Chairman of SLM Solution AG, Chief Executive Officer and President of Diehl Aerospace and Defence Systems, Executive Vice President of DaimlerChrysler Off-Highway and Managing Director and Board Member of MTU Friedrichhafen (now Rolls Royce Power Systems). Mr. Grosch received an undergraduate degree in Applied Sciences from Ulm University. We believe Mr. Grosch’s extensive experience in business and managing public companies make him well qualified to serve as a member of our board of directors. Luciano Mozzato will be a member of our board of directors. Mr. Mozzato was previously Executive Vice President of the Power Services Applied Technology Solutions group at Siemens. Prior to its acquisition in 2017 by Siemens, Mr. Mozzato was Executive Vice President of Worldwide Services at Dresser-Rand. Before his tenure at Dresser-Rand, Mr. Mozzato was a senior executive at Otis Elevator where he served as CEO of Otis Italy and was previously Vice President of Otis Latin America and Vice President of Global Supply Chain and Logistics Worldwide. Mr. Mozzato’s senior executive experience in the industrials space extends across multiple operational verticals (including sales, manufacturing and services) and geographies (including the Americas, Asia, the Middle East and Europe). Mr. Mozzato received a Bachelor of Science in Mechanical Engineering from the University of Hartford. We believe Mr. Mozzato’s extensive experience in business and managing public companies 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 consists of five members and 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 NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, consisting of Mr. Grosch, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Olsson and Mr. Mozzato, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Muehlhaeuser and Mr. Alici, will expire at the third annual general meeting. Prior to the completion of an initial business combination, the company may by Ordinary Resolution of the holders of the Class B Ordinary Shares appoint any person to be a director of the company. In addition, prior to the closing of an initial business combination, the company by Ordinary Resolution of the holders of the Class B Ordinary Shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon 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 officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence The rules of the NYSE require that a majority of our board of directors be independent. An “independent director” is defined generally as a person who has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness 113 Table of Contents of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our board of directors has determined that Mr. Olsson, Mr. Grosch and Mr. Mozzato are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation On October 15, 2020, we entered into an agreement to obtain consulting services from an affiliate of our Chief Financial Officer, pursuant to which we agreed to pay $5,000 per month. With the exception of this agreement, none of our 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 NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. We may elect to make payment of customary fees to members of our board of directors for director service. In addition, our sponsor, 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 to our sponsor, 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 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, 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 initial 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 initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our 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 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 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 compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A 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 the NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. 114 Table of Contents 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. Mr. Olsson, Mr. Grosch and Mr. Mozzato will serve as the members of the audit committee, and Mr. Olsson will chair the audit committee. Under the NYSE 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. Mr. Olsson, Mr. Grosch and Mr. Mozzato meet the independent director standard under the NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Because we expect to list our securities on the NYSE in connection with our initial public offering, we have one year from the date of this offering for our audit committee to have at least three members, all of whom must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Olsson 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 registered public accounting firm 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 registered public accounting firm 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 firm has with us in order to evaluate their continued independence; • 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 auditor’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 registered public accounting firm, 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. Mr. Olsson, Mr. Grosch and Mr. Mozzato will serve as the members of the compensation committee, and Mr. Mozzato will chair the compensation committee. Because we expect to list our securities on the NYSE in connection with our initial public offering, we have one year from the date of this offering for our compensation committee to be comprised fully of independent directors. 115 Table of Contents 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 chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; • reviewing our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; •