Our directors, director nominees and officers are as follows: Michael Doniger has been our Chief Executive Officer and Chairman of the board of directors since November 2019. Mr. Doniger most recently served as the Director of Research for Citadel Fundamentals Strategies. Prior to Citadel, Mr. Doniger was a Senior Partner at Green Owl Capital Management where he utilized his quantitative background to take a probabilistic approach to investing in complex situations across sectors and asset classes. His extensive experience also extends to training and managing analyst and trader teams. Prior to Green Owl, Mr. Doniger served as a partner at Corvex Management where he played a pivotal role in the development of the firm. He worked closely with the firm’s founder, Keith Meister to perfect an event-driven investing strategy. Prior to Corvex, Mr. Doniger served as portfolio manager at CR Intrinsic Investors, a subsidiary of SAC Capital (“CR Intrinsic”), and senior analyst at Milton Arbitrage Partners. Mr. Doniger began his career working research and development project for Kraft Foods in the U.S. and U.K. Mr. Doniger is well qualified to serve on our board of directors because of his extensive management history and experience in developing and executing on investment strategies. Hank Thomas has been our Chief Technology Officer and director since November 2019. Mr. Thomas is the Chief Executive Officer and co-founder of SCV, a four-year-old Washington, D.C. based venture capital firm, exclusively focused on cybersecurity, which invests in cybersecurity technology companies at the seed and Series A stage of growth. SCV’s investment team brings an expert, technical, younger, reimagined, more modern approach to the venture capital community, start-up founders and the cybersecurity industry at large. Mr. Thomas also serves on SCV’s board of directors and compensation committee. Prior to SCV, Mr. Thomas served eight years as a U.S. Army Intelligence Officer and 11 years as a cybersecurity consultant and executive at Booz Allen Hamilton. He leverages 23 years of experience to identify, invest in, and mature differentiated cybersecurity technology teams. Mr. Thomas currently serves on the board of directors for TrapX Security, Polarity, and ID DataWeb. He is also a member of the Consumer Electronics Show (CES) advisory board and the U.S. Cyber Moonshot advisory board at Auburn University. Mr. Thomas holds a BA in Political Science from Northwestern State University and an MPS in Technology Management from Georgetown University. Mr. Thomas is well qualified to serve on our board of directors because of his extensive management consulting and investment experience when it comes to companies in the cybersecurity sector. Chris Ahern has been our Chief Financial Officer and Secretary since November 2019. Chris Ahern is a Principal at SCV, driving the investment process, from deal sourcing and due diligence to funding and takes an active approach towards advising, tracking, managing, and supporting SCV’s portfolio companies. Prior to joining SCV, Mr. Ahern spent less than one year at Blu Venture Investors, a Virginia-based angel investor group, and one year working with Lavrock Ventures, an early stage investor in enterprise software and cybersecurity. Prior to that, Mr. Ahern was a Manager in Ernst & Young’s audit practice. During his six years at Ernst & Young, Mr. Ahern managed several audit projects for a variety of clients in the Washington, D.C. area including several large government contractors and biotechnology companies. Mr. Ahern graduated from the University of Virginia with a Bachelor’s degree in Commerce with concentrations in Finance and International Business and earned his Master’s degree in Accounting, also from the University of Virginia. He also holds a Master’s in Business Administration from Georgetown’s McDonough School of Business. Sounil Yu will serve as a director following the completion of this offering. Mr. Yu has over 30 years of experience in the security industry. He is the creator of the Cyber Defense Matrix and the DIE Resiliency Framework, which has made an impact on the industry, regulators, and the overall security ecosystem. From 2012 to 2019, Mr. Yu served 96 as the Chief Security Scientist at Bank of America, leading a cross-functional team focused on examining a wide array of security technologies and driving security innovation to address emerging cybersecurity needs. Prior to that, Mr. Yu helped improve information security at several commercial institutions and government agencies. Mr. Yu has 22 granted patents covering a wide range of topics, including threat modeling, graph databases, intrusion deception, endpoint security monitoring, tracking media leaks, attributing malicious requests, attributing devices to organizations, detecting logic bombs, security portfolio optimization, and neutralizing stolen files. He serves on the Board of Advisors of the FAIR Institute and Strategic Cyber Ventures and is an adjunct professor at George Mason University’s School of Business teaching the fundamentals of Cybersecurity Technologies. In addition to CISSP and GSEC certifications, Mr. Yu holds a Master’s degree in Electrical Engineering from Virginia Tech and Bachelor’s degrees in Electrical Engineering and Economics from Duke University. We believe that Mr. Yu’s deep cybersecurity technology experience and significant professional experience in varied roles within the cybersecurity industry qualify him to serve on our board of directors. David J. Lunglhofer will serve as a director following the completion of this offering. Mr. Lunglhofer is currently a Managing Director and Chief Information Security Officer at BNY Mellon, where he is responsible for defining, building and operating a high-functioning, enterprise-level cyber-security organization that securely enables BNY Mellon’s core businesses, protects the assets of the company and its clients, and preserves shareholder value. Mr. Lunglhofer is also a member of the senior leadership team for BNY Mellon’s Client Technology Solutions group. From 2008 to 2014, Mr. Lunglhofer led the Cyber Financial Services practice at the consulting firm Booz Allen Hamilton, where he provided cyber security services and expertise to a wide range of financial institutions, as well as other commercial and government clients. His experience includes providing cyber security support to many of the top U.S. and global financial institutions and helping complex financial services organizations establish comprehensive cyber security strategies, to providing technical assessment services such as penetration testing and dynamic web assessments for mission critical platforms and applications. Mr. Lunglhofer has held a variety of technical cyber security certifications over the course of his career including Certified Ethical Hacker and OSSTMM Professional Security Tester (neither still active), and received his Bachelor’s degree in foreign affairs from the University of Virginia. We believe Mr. Lunglhofer is well-qualified to serve as a member of our board of directors given his deep cybersecurity experience and significant professional experience in varied roles within the industry. Daniel Coats will serve as a director following the completion of this offering. Sen. Coats is the former Director of National Intelligence, serving from 2017 to 2019. Prior to that, Sen. Coats served as a United States Senator from Indiana, first from 1989 to 1999 and again from 2011 to 2017. Sen. Coats was a member of the United States House of Representatives from 1981 to 1989 and served as the Ambassador to Germany from 2001 to 2005. Sen. Coats is a graduate of Wheaton College and the Robert McKinney Indiana University School of Law, and is a veteran of the U.S. Army. We believe Sen. Coats is well qualified to serve on our board of directors given his extensive public service and foreign relations experience. Vivian C. Schneck-Last will serve as a director following the completion of this offering. Ms. Schneck-Last served at Goldman Sachs & Company as Managing Director, Global Head of Technology Governance from 2009 to 2014, Managing Director, Global Head of Technology Business Development from 2000 to 2014, and Managing Director, Global Head of Technology Vendor Management from 2003 to 2014. During her tenure at Goldman Sachs & Company, as head of Technology Business Development, Ms. Schneck-Last lead due diligence efforts for numerous investment opportunities. As head of Technology Governance, she designed the Technology Risk Management program for the firm which included cyber and technology operational risk. She currently serves on the board of directors, audit committee, risk committee and the strategic planning committee of SLM Corporation and Sallie Mae Bank, where she has focused on cyber and technology risk as well as digital transformation effects. In addition, Ms. Schneck-Last serves on the board of Coronet Cyber Security Ltd. and Bikur Cholim of Manhattan, Inc., and is an active advisor to emerging growth technology companies. Ms. Schneck-Last received her Master of Business Administration from Columbia University Business School. Ms. Schneck-Last is well qualified to serve on our board of directors because of her strategic technology experience and background in technology governance and risk management in the financial sector. Number, Terms of Office and Election 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 97 shares will have the right to elect 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 election 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 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 elected 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 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 The rules of the NYSE 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 that, 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 the NYSE rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Sounil Yu, David J. Lunglhofer, Daniel Coats and Vivian C. Schneck-Last is an independent director under applicable SEC and NYSE 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 the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. 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. In December 2019, our sponsor transferred an aggregate of 1,092,500 founder shares to members of our management team. Please see the section entitled “Certain Relationships and Related Party Transactions.” 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. 98 Committees of the Board of Directors Upon the effective date 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, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance 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. The charter of each committee will be available on our website following the closing of this offering. 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 , and . will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that 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 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 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 hiring policies for employees or former employees of the independent auditors; • 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. 99 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. The members of our Compensation Committee will be and . will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility 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 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