Our officers, directors and director nominees are as follows: Name Age Position Udi O. Margulies 57 Chief Executive Officer and Director Marco A. Simental 47 Chief Investment Officer Jose I. Mujica 44 Chief Strategy Officer Albert G. Hill IV 23 Co-Chief Financial Officer and Director Juan Jose Rosas. 23 Co-Chief Financial Officer and Director Mario Fleck 67 Director Nominee Juan Manuel Fernandez 55 Director Nominee Felipe Morris 67 Director Nominee Felipe C. Canales 63 Director Nominee Cristian Moreno 47 Director Nominee Pedro Molina 46 Director Nominee Ricardo Vazquez 47 Director Nominee Officers and Directors Udi O. Margulies, our Chief Executive Officer and one of our director nominees, has over 27 years of investment banking and mergers and acquisitions experience across all of the key Latin American markets, including Mexico, Brazil, Colombia, Chile, Peru, and Argentina. He currently is a managing director at The Palladium Group. Mr. Margulies was Managing Director, Head of Latin America Investment Banking for Scotiabank from July 2016 through November 2020. From 2012 to 2016, he was Managing Director and co-head of Brazil Corporate and Investment Banking for HSBC. He served as the head of Latin America M&A for Lehman Brothers and Barclays Investment Bank from 2002 to 2012. Prior to that, Mr. Margulies started his career in M&A and Latin America at Chase Manhattan Bank and worked for 5 years at Merrill Lynch Latin America Investment Banking team covering Mexico. Mr. Margulies holds a B.Sc. in Industrial Engineering from Technion—Israel Institute of Technology and an M.B.A. in Finance from the Leonard N. Stern School of Business at New York University. Our board of directors has determined that Mr. Margulies’ significant investment banking and mergers and acquisitions experience in Latin American markets makes him a qualified member of our board of directors. Marco A. Simental, our Chief Investment Officer, has over 18 years of investment banking experience in cross-border M&A and capital market transactions in the U.S., Canada and Latin America, including Brazil, Colombia, Mexico and Peru. Mr. Simental was a Managing Director and Head of Capital Solutions for Infrastructure & Power Finance at Nomura from 2020 to 2021. From 2017 to 2020, Mr. Simental was Managing Director and Head of Investment Banking Mexico for Scotiabank. Prior to that, in 2016, he was a Senior Financial Manager in the Consumer Division at Amazon. From 2013 to 2016, he was an Executive Director in the Morgan Stanley Latin American M&A Group in New York. He started his investment banking career in the U.S. in the Natural Resources Group at Lehman Brothers and subsequently with Barclays Capital in New York. Mr. Simental holds a B.A. in Economics from Instituto Tecnologico Autonomo de Mexico, an M.B.A. from the University of North Carolina Kenan-Flagler Business School, and an Advanced Finance Executive Program from The Wharton School at the University of Pennsylvania. Jose Mujica, our Chief Strategy Officer, is a Partner and has been the head of private equity at Ameris Capital, a financial services company specializing in asset management of alternative investments, corporate finance and institutional distribution, since 2008. Mr. Mujica serves on the board of Ameris‘s portfolio companies: AC Perforaciones and Mall Barrio Independencia. Prior to Ameris, he founded ZeroHotel, a boutique hotel in Chile, 131 Table of Contents and NanduAir, an air transport company providing flight services in the Chilean Patagonia. Mr. Mujica was also an equity research analyst at Santander Bank, covering companies across Latin America. Mr. Mujica holds a B.A. in Business Administration from Pontificia Universidad Catolica de Chile and an M.B.A from INSEAD. Albert Hill IV, our Co-Chief Financial Officer and one of our directors since June 2021, provides us with experience in mergers and acquisitions, as well as SPAC-specific expertise. From 2019 to 2021, Mr. Hill was a biopharmaceutical and biotechnology investment banking analyst at Guggenheim Securities. Prior to that he was an investment banking summer analyst at Chardan Capital Markets in 2018. Mr. Hill is also currently the Chief Financial Officer and Head of Strategy for King & Queen Mattress Co, since February 2021. Mr. Hill is additionally a former collegiate and professional tennis player. Mr. Hill holds a B.S. with honors in Applied Economics and Management from Cornell University. Our board of directors has determined that Mr. Hill’s investment banking and mergers and acquisitions experience and his experience with SPACs makes him a qualified member of our board of directors. Juan Jose Rosas, our Co-Chief Financial Officer and one of our director nominees, provides us with experience in mergers and acquisitions, as well as SPAC-specific expertise. From 2020 to 2021, Mr. Rosas was an investment banking analyst at Chardan Capital Markets, where he was part of their principal SPAC investments group. Prior to that he was a Hedge Fund Summer Analyst at Point72 Asset Management in 2019. Prior to his business career, Mr. Rosas was a former collegiate and professional tennis player. Mr. Rosas holds a B.S. with honors in Information Science from Cornell University. Our board of directors has determined that Mr. Rosas’ investment banking and mergers and acquisitions experience and his experience with SPACs makes him a qualified member of our board of directors. Director Nominees Mario Fleck, one of our director nominees, is currently a partner at Acnext Capital, a fund that invests in the developing stages of private companies, specifically targeting those with high growth potential through technological innovation. Prior to that, Mr. Fleck was the Managing Partner and Head of Public Equities for Rio Bravo Investimentos, a leading investment and private equity fund in Brazil, from 2004 to 2009, and its CEO from 2009 to 2018. Prior to Rio Bravo, he joined Accenture in 1976, where he consulted for some of the largest business in Brazil over a 28 year-period, eventually leading the Brazilian branch as the Country Managing Partner for 14 years and serving on numerous international committees. Mr. Fleck holds a B.S. in mechanical and industrial engineering from the Catholic University in Rio de Janeiro. In 2019, he received the PhD Honoris Causa from Chaim Weizmann Institute in Israel. Our board of directors has determined that Mr. Fleck’s significant asset management, investing and consulting experiences makes him a qualified member of our board of directors. Juan Manuel Fernandez, one of our director nominees, joined Banco Santander Mexico as a Managing Director and co-head of M&A Advisory in 2016, and became their Head of Investment Banking Corporate Finance Group in 2019. Prior to joining Banco Santander in 2016, he worked at Rabobank, where he had several leadership positions including Head of North America Mergers & Acquisitions and Member of the Global Management Committee of the Global M&A Group and also served as Head of the M&A for Latin America. Prior to Rabobank, Mr. Fernandez was a senior member of J.P. Morgan’s Mergers and Acquisitions team in New York and in London. He is also the Vice President at Harvard Club in Mexico and an independent board director at Cinepolis, a Mexico-based global leader in the theatrical distribution firm, and Citelis, a Mexican real estate firm with over 640 commercial units. Mr. Fernandez holds a B.A. in Economics from Instituto Tecnologico Autonomo de Mexico and an M.B.A. from Harvard Business School. Our board of directors has determined that Mr. Fernandez’s significant investment banking and mergers and acquisitions experience in Latin American markets makes him a qualified member of our board of directors. 132 Table of Contents Felipe Morris, one of our director nominees, currently serves as Chairman of Interseguro, a Peruvian life insurance company, since 1998, and of Financiera Oh!, a personal finance business, since 2009. Both companies are part of the Intercorp Perú Ltd., a large group of businesses with banking, insurance and retail operations throughout Peru. Among the other companies of the Intercorp Group are Interbank, a commercial bank, and Inteligo, a wealth management business, for both of which Mr. Morris serves as Director. From 1994 to 1998, Mr. Morris worked as a senior executive in the Intercorp Group, acting as executive vice president of finance of Interbank and the CEO of the group’s holding company. Prior to that for over a decade, Mr. Morris held several positions in The World Bank in Washington D.C., specializing in financial sector development and management and restructuring of financial institutions and markets. Mr. Morris holds a B.S. in Economics from the Universidad del Pacifico, an M.A. in Economics from the University of Pittsburgh and an M.S. in Finance from American University. Our board of directors has determined that Mr. Morris’ significant experience in finance and management makes him a qualified member of our board of directors. Felipe Canales, one of our director nominees, is a Managing Partner at FC Financial Consulting since 2017, an M&A, debt restructuring and capital raising firm based in Mexico. He is also an Operating Partner at Advent International since 2018, a global private equity firm. Prior to those roles, from 2009 to 2017, he was the Chief Financial Officer of Axtel from 2009 to 2017, a major telecommunications company based in Mexico, with responsibilities for the finance, strategy, legal, and supply chain management functions. Mr. Canales was also the Chief Financial Officer of Sigma Alimentos Food Division of Alfa in 2008, a major conglomerate based in Mexico which participates in petrochemicals, auto parts, food, telecommunications, and energy industries. During his 30-year career at Grupo Alfa, he heldthe positions of Corporate Treasurer from 1996 to 2008, Head of Corporate Strategy from 1993 to 1995, and other finance and strategy related positions at Hylsamex, Grupo Alfa’s steel division. Mr. Canales holds a B.Sc. in Industrial Engineering from Instituto Tecnológico de Monterrey and an MBA degree from the Wharton School at the University of Pennsylvania. Our board of directors has determined that Mr. Canales’ significant experience in mergers and acquisitions, capital raising and strategy makes him a qualified member of our board of directors. Cristian Moreno, one of our director nominees, is a Partner and the President of Ameris Capital since July of 2014. Before joining Ameris, Mr. Moreno was a Managing Director at Larrain Vial from October 2012 to February 2014 and the CEO of Celfin Asset Management, a Chilean asset manager focused in Latin America, from May 2011 to July 2012. Mr. Moreno was the Head of Latin America Equity Research for Santander from May 2006 to April 2011. Based in New York he managed a team of more than 40 analysts spread across the region, and was also the Chief Equity Strategist for the region. Before moving to New York, Mr. Moreno headed the Chilean Research Team of Santander from July 2002 to April 2006. Mr. Moreno holds a B.A. from Pontificia Universidad Católica de Chile and an MA in Financial Economics from that same university. Our board of directors has determined that Mr. Moreno‘s significant asset management, capital markets and equity research experience in Latin American markets makes him a qualified member of our board of directors. Pedro Molina, one of our director nominees, is currently Investment Partner at Portland Private Equity in Bogotá, Colombia, where he has served since 2018. At Portland, Mr. Molina is responsible for originating, executing, and negotiating investment opportunities and supporting fundraising efforts. He represents Portland on the Boards of Grupo IGA, as well as Merqueo S.A.S. Prior to Portland Private Equity, from 2016 to 2018, he served as Executive Director and Head of Investment Banking for Colombia, Central America, and the Caribbean at UBS Investment Bank in Bogotá, Colombia. Prior to UBS, from 2013 to 2016, Mr. Molina served as Director and Head of Investment Banking for Colombia at Citigroup in Bogotá, Colombia. Mr. Molina previously served in various other roles in the Investment Banking industry, including Senior Vice President at Bank of America Merrill Lynch between 2011 and 2013 and Vice President at Stephens Inc. between 2007 and 2011. In addition, 133 Table of Contents Mr. Molina serves on the Board of Clinica Oftalmologica de San Diego in Medellín, Colombia. Mr. Molina holds a B.A. in International Business from Eafit University and an M.B.A. from the Olin Graduate School of Business at Babson College. Our board of directors has determined that Mr. Vazquez’s significant experience in mergers and acquisitions, capital markets and asset management makes him a qualified member of our board of directors. Ricardo Vazquez, one of our director nominees, is a Partner at Victoria Capital Partners since 2011, where he leads the activities in Colombia, the Caribbean, and co-leads across the Andean Region. Mr. Vazquez serves as Executive Chairman of Oncólogos del Occidente (ODO), a leading comprehensive cancer treatment service provider in Colombia. Prior to joining Victoria Capital Partners, Mr. Vazquez served as a Senior Investment Professional at Fintech Advisory (FAI) in New York, NY from 2006 and 2010. Prior to joining FAI in 2006, Mr. Vazquez served as an Emerging Markets associate at Credit Suisse, where he began in 2004. Mr. Vazquez holds a B.Sc. in Industrial Engineering from Universidad de Los Andes and an M.I.A. in International Finance and Business. Our board of directors has determined that Mr. Vazquez’s significant experience in asset management, finance, consulting and corporate governance makes him a qualified member of our board of directors. 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 the Nasdaq 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 the Nasdaq. The term of office of the first class of directors, consisting of Mr. Vazquez, Mr. Morris and Mr. Molina, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Fernandez, Mr. Fleck, Mr. Canales and Mr. Moreno, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Mr. Rosas, Mr. Hill and Mr. Marguilies, 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. 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. Mr. Fleck will serve as Chairman of our 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 Messrs. Vazquez, Morris, Molina, Fernandez, Fleck, Canales and Moreno are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 134 Table of Contents 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 pay an affiliate of our sponsor for office space, secretarial and administrative services in the amount of $10,000 per month. We will also set aside up to $13,000 per month for services rendered to us by members of our management team, subject to approval by our board of directors, commencing on the date that our securities are first listed on through the earlier of consummation of our initial business combination and our liquidation. 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, 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 n