Our directors, director nominees and officers are as follows: Tal Kerret has served as our Chief Financial Officer and Chairman of our board of directors since our inception in January 2021. Mr. Kerret has served as President of Silverstein Properties since January 2015. Mr. Kerret joined Silverstein Properties in 2011 and previously served as Executive Vice President as well as Chief Investment Officer. In 2015, Mr. Kerret co-founded Silvertech Ventures, a venture fund and accelerator affiliated with the Silverstein family in New York City, and currently serves as a Managing Member of Silvertech Ventures. Previously, Mr. Kerret served as Chairman and Co-Founder of Oberon Media, Inc., established in 2003. Prior to co-founding Oberon Media, Mr. Kerret was the Chief Executive Officer and Co-Founder of RichFX. Before RichFX, Mr. Kerret served as a lieutenant in the Israeli Defense Forces. Mr. Kerret is a board member of New York University Tandon School of Engineering. He holds degrees in Mathematics and Computer Science from the Tel Aviv University. Charles Federman has served as our Chief Executive Officer since our inception in January 2021. Mr. Federman co-founded Silvertech Ventures with Mr. Kerret in 2015 and currently serves as a Managing Member of Silvertech Ventures. Mr. Federman has been a venture capital investor individually and through the funds he has managed for over twenty years. He previously served as a Partner of BRM Group as its first U.S. based Managing Director in 1998 and subsequently co-founded BRM Capital in 1999, where he served as a Managing Director of the venture fund until 2008. Before joining BRM Group, Mr. Federman spent fifteen years with Broadview International beginning in 1983 and culminating as Chairman of the firm. Mr. Federman holds a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania. David Z. Hirsh is expected to join our board of directors upon consummation of this offering. Mr. Hirsh previously spent approximately sixteen years, from 2002 to 2018, working in the real estate asset management group at Blackstone until his retirement in January 2018. During his tenure at Blackstone, Mr. Hirsh’s most significant responsibilities included day-to-day oversight and strategic management of Equity Office Properties from 2009 to 2018, IndCor Industrial Properties from 2013 to 2015, LXR Hotels and Resorts portfolio from 2004 to 2010 and several investments in the retail and senior housing sectors. Prior to joining Blackstone, Mr. Hirsh worked at Citigroup Inc. for approximately fifteen years, including six years in real estate asset management, where he led the hotel group, and five years in corporate finance specializing in corporate real estate and project lending. Mr. Hirsh is involved in several philanthropic efforts including the THANC Foundation and CaringKind. He is also an Adjunct Professor and Vice Chair of the Advisory Board at the New York University Schack Institute of Real Estate, a member of the executive advisory board of the New York University Entrepreneurial Institute and a Trustee at Pace University. Mr. Hirsh holds a Bachelor of Business Administration from Pace University and a Master of Science in Real Estate Development and Investment from New York University. Bonnie Kintzer is expected to join our board of directors upon consummation of this offering. Ms. Kintzer has served as the President, Chief Executive Officer and a director of Trusted Media Brands, Inc. since April 2014. Ms. Kintzer also has served as a director of Thryv Holdings, Inc. since September 2020 and Union Savings Bank since October 2020. Previously, Ms. Kintzer served as Chief Executive Officer for Women’s Marketing Inc., from April 2010 to March 2014, where she also served as a director from 121 Table of Contents September 2009 to December 2015. Ms. Kintzer is also the Chairperson of the Reader’s Digest Foundation, a member of the board of directors for the Children’s Learning Center of Fairfield County and Vice Chair of the MPA – The Association of Magazine Media. Ms. Kintzer holds a Bachelor of Arts degree from Clark University and a Master of Business Administration from Harvard Business School. David Sable is expected to join our board of directors upon consummation of this offering. Mr. Sable is a Founding Partner of DoAble LLC, a Marketing Consultancy. He has also served as a member of the board of directors of American Eagle Outfitters Inc. since October 2016. He served as a Senior Advisor to WPP plc. from January 2019 until March 2021. Previously he was Chairman of VMLY&R, a member of WPP plc., in 2019. Prior to this role, he had served as the Global Chief Executive Officer of Young and Rubicam LLC, until its subsequent merger with VMLY&R. Mr. Sable also served at Wunderman, Inc., a leading customer relationship manager and digital unit of WPP plc as Vice Chairman and Chief Operating Officer, from August 2000 to February 2011. Mr. Sable was previously a Founding Partner and Executive Vice President and Chief Marketing Officer of Genesis Direct, Inc. from June 1996 to September 2000. Mr. Sable serves on the U.S. Fund for United Nations Children’s Fund (UNICEF’s) National Board, is a past Chair of the Ad Council’s board of directors, is an executive board member of the United Negro College Fund, and sits on the International Board of the Special Olympics. Mr. Sable attended New York University and Hunter College. Hagi Schwartz is expected to join our board of directors upon consummation of this offering. Mr. Schwartz has served as a member of Mimecast Limited’s board of directors since July 2015 and currently serves as the chair of the audit committee. In 2005, Mr. Schwartz founded Magnolia Capital, an investment advisory firm, where he was Managing Director. Mr. Schwartz is also a Venture Partner at Western Technology Investment, which he joined in 2011. Previously, Mr. Schwartz served as the Chief Financial Officer of several public and private technology companies including, HyperRoll, Inc., ATRICA, Inc., Noosh, Inc., and Check Point where he led the company through an initial public offering and follow-on financing. Prior to Check Point, Mr. Schwartz was acting Chief Financial Officer and General Manager of Mercury Interactive. In addition, Mr. Schwartz has served on the board of directors of Silicon Graphics International Corp., BigFix Inc., TUI University and five other private companies. Mr. Schwartz has a B.A. in Economics and Accounting from Bar-Ilan University. Number, Terms of Office and Appointment 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 shares will have the right to appoint 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 appointment 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 of directors 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 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 provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing 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 other than an 122 Table of Contents executive officer or employee of the company or any of its parents or 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have four “independent directors” as defined in Nasdaq listing rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of David Z. Hirsh, Bonnie Kintzer, David Sable and Hagi Schwartz is an independent director under applicable SEC and Nasdaq listing 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 Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay Support Services Fees to Silverstein Properties that total $120,000 per year pursuant to the Support Services Agreement (see “Certain Relationships and Related Party Transactions — Support Services Agreement”). 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 respective affiliates. In February 2021, our sponsor transferred 25,000 founder shares to each of David Z. Hirsh, Bonnie Kintzer, David Sable and Hagi Schwartz, our independent director nominees, at their original per-share purchase price. 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. 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, Nasdaq listing standards and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq listing standards 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 of directors 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. 123 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. The members of our audit committee will be David Hirsh, David Sable and Hagi Schwartz. will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Hagi Schwartz 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 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 independent registered public accounting firm has with us in order to evaluate its continued independence; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm; • 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 registered public accounting firm’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 registered public accounting firm, 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. 124 Table of Contents 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 Bonnie Kintzer and David Sable. will serve as chair 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 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 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 will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be , , and . will serve as chair of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: • identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; 125 Table of Contents • coordinating and overseeing the annual self-evaluati