Our officers, directors and director nominees are as follows: Name Age Position Andrea Pignataro 50 Executive Chairman and Director Mathew J. Cestar 50 Chief Executive Officer and Director Alex Triplett 39 Chief Financial Officer Sheila Hooda 63 Director Nominee John Woyton 42 Director Nominee Kenneth T. Schiciano 58 Director Nominee Andrea Pignataro has been our Executive Chairman and Director since October 2020. Mr. Pignataro founded ION Investment Group in 1998 and serves as its Chief Executive Officer. We believe that Mr. Pignataro as founder and Chief Executive Officer of ION is appropriately qualified to act as a director of the Company. Mathew J. Cestar has been our Chief Executive Officer and Director since October 2020. Mr. Cestar served as Managing Director of Credit Suisse from 2005 to 2020, and as Co-Head of its EMEA Investment Banking and Capital Markets from 2017 to 2019 with responsibility for Mergers & Acquisitions, Debt & Equity Capital Markets Groups and the EMEA Investment Banking sector and country coverage teams. In his role at Credit Suisse, Mr. Cestar also chaired the Global Credit Products Capital Commitment Committee in London, was a member of Credit Suisse’s Global IBCM Operating Committee, IBCM Business Risk and Controls Committee, and the Corporate Bank Risk and Corporate Bank Oversight Committee. He also coordinated Credit Suisse’s underwriting and capital commitment activities. Mr. Cestar was a member of Credit Suisse UK Conducts and Ethics Board and the EMEA Reputational Risk Committee. Previously, from 2015 to 2017, Mr. Cestar served as Co-Head of Global Leveraged Finance Capital Markets and Co-Head of Global Credit Products in EMEA. Prior to this, from 2013 to 2015, he was Co-Head of the Leveraged Finance and Sponsors Group within the Investment Banking Department, responsible for product origination and relationship management with global private equity firms. In 2008, Mr. Cestar was appointed Head of Leveraged Finance Capital Markets in EMEA, having previously taken on the role of Head of High Yield Capital Markets in the region in 2005. We believe Mr. Cestar is qualified to serve on our board of directors due to his career in financial services. Alex Triplett has been our Chief Financial Officer since October 2020. Mr. Triplett joined ION Investment Group in 2010. From 2019 to today, he is Chief Financial Officer of ION Corporates. From 2014 to 2018, Mr. Triplett served as Chief Financial Officer of Triple Point Technologies and Wall Street Systems. Previously, from 2010 to today, Mr. Triplett also led Corporate Development for ION overseeing ION’s M&A strategy. From 2006 to 2010, Mr. Triplett was an Investment Associate at TA Associates and an Investment Banking Analyst at Citigroup from 2004 to 2006. Sheila Hooda, our director nominee, is an experienced independent board director of Fortune 500, private equity portfolio and public companies, committee chair and strategic transformation and turnaround leader with a breadth of global business, strategy, finance, risk & technology expertise. From 2016 to 2020, Ms. Hooda has served on the Board of Virtus Investment Partners. Since 2016 and 2019, she serves on the Boards of Mutual of Omaha Insurance Company and ProSight Global, Inc., respectively. As Chair of the Risk and Nomination Governance Committees, and member of the Audit, Compensation and Finance committees, of other companies, her governance experience has included providing oversight for business transformation, mergers and acquisitions, initial public offerings, divestitures, innovation, board nomination, Chief Executive Officer and Chair succession, strategy, new market entry, capital allocation, special transactions, external auditor selection, and digital, cyber, data privacy and crisis preparedness. She has also overseen talent, culture, diversity and Environmental, Social, and Corporate Governance. Ms. Hooda is the Chief Executive Officer of Alpha Advisory Partners providing strategic advisory services to firms facing technology, digital, market and regulatory disruption. 117 Table of Contents Management Ms. Hooda is a former C-level operating executive with more than 30 years of experience leading complex customer-centric transformations, driving profit and loss statements, scaling growth organically and via mergers and acquisitions, and guiding innovation, talent, culture and strategic development at Fortune 500 and S&P 500 firms. Ms. Hooda is qualified to serve on our board of directors based on her professional experience leading companies, including her extensive experience as an independent board director. John Woyton, our director nominee, has more than 18 years of private equity investing experience. From October 2008 to October 2019, Mr. Woyton worked at Advent International, where he was a Partner, Managing Director and Head of the Technology, Media and Telecommunications (TMT) team. Advent International is a global private equity firm with approximately $58.4 billion in assets under management as of June 30, 2020. Prior to joining Advent International, Mr. Woyton worked as a professional at The Carlyle Group, 3i, and UBS Investment Bank. Mr. Woyton received a Bachelor of Science in Economics, with honours, from the London School of Economics and Political Science. Mr. Woyton is a Director of Ekon, a leading enterprise of Software-as-a-Service (SaaS) software solution provider in Spain following his appointment in October 2019. He is also a non-executive Director of 1854 Media, a digital media company having been appointed in January 2020. Further, he was appointed in February 2020 as an Advisory Board member of Inex One, an enterprise SaaS vendor and marketplace. In addition, since August 2016, Mr. Woyton is the Vice Chair of Little Bleeders Charity, a charity that supports young people with blood disorders. Previously, from March 2014 to September 2019, Mr. Woyton was a non-executive Director in FinancialForce, a SaaS vendor in the professional services automation and financial management sector, and in Unit4, one of Europe’s largest enterprise application vendors. From December 2012 to February 2019, he was a non-executive Director in KMD, a provider of mission critical software and services to pension funds, insurers, banks, and governments across the Nordic region, also being on the M&A Committee and Remuneration and Selection Committee. Mr. Woyton is qualified to serve on our board of directors based on his professional experience in technology related investments in companies worldwide and advisory skills consistently deployed on the boards where he had served or currently serves. Kenneth T. Schiciano, our director nominee, currently serves as a Managing Director of TA Associates, a private equity firm which he joined in 1988, and headed the North American Technology Group from 2012 to 2019. Mr. Schiciano also currently serves on the boards of several private companies, including Confluence Technologies from March 2018, ION Markets from August 2018 and TierPoint, LLC from March 2016. He formerly served on the boards of Arxan Technologies, Insurity and CyOptics, from September 2013 to April 2020, from October 2014 to June 2019 and from March 2012 to June 2013, respectively. Mr. Schiciano holds a B.S. from Duke University, a M.S. from Stanford University and a S.M. from the MIT Sloan School of Management. Mr. Schiciano is qualified to serve on our board of directors due to his formation and his more than 32 years of private equity investing experience. 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 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 Nasdaq. The term of office of the first class of directors, consisting of Mr. Schiciano, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Ms. Hooda and Mr. Woyton, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Messrs. Pignataro and Cestar will expire at the third annual general meeting. 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. 118 Table of Contents Management Director Independence Nasdaq 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 who, in the opinion of the company’s board of directors, 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 of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that Ms. Hooda, Mr. Woyton and Mr. Schiciano are “independent directors” as defined in Nasdaq 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 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 Nasdaq 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. 119 Table of Contents Management Committees of the Board of Directors Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, 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. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. Audit Committee Our board of directors has established an audit committee of the board of directors. Ms. Hooda, Mr. Cestar and Mr. Woyton will serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Ms. Hooda and Mr. Woyton are independent. We are utilizing the phase-in provisions of Rule 5615(b) of the Nasdaq rules for the audit committee composition requirement and after the phase-in period, all members of our audit committee will be independent of and unaffiliated with our sponsor and our underwriters. Ms. Hooda will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Ms. Hooda qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details 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 auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors 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 auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have 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 auditors 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 auditors, 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. 120 Table of Contents Management Compensation Committee Our board of directors has established a compensation committee of our board of directors. The members of our compensation committee will be Mr. Pignataro and Mr. Schiciano, and Mr. Pignataro will serve as chairman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Schiciano is independent. We are utilizing the phase-in provisions of Rule 5615(b) of the Nasdaq rules for the compensation committee composition requirement and after the phase-in period, all members of our compensation committee will be independent of and unaffiliated with our sponsor and our underwriters. We have adopted a compensation committee charter, which details 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; ➤ approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ➤ producing a report on executive compensation to be included in our annual proxy statement; and ➤ reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the ap