Our officers and directors are as follows: Name Age Position Arun Sarin 66 Chief Executive Officer and Director Ori Sasson 58 President and Director Sanjay Jha 57 Director Brenton Saunders 50 Director Oren Zeev 56 Director Arun Sarin, Chief Executive Officer and Director Mr. Sarin has been a member of our Board of Directors and has served as our Chief Executive Officer since our inception. He currently serves as the Chairman of the board of directors at Cerence Inc. and has been its Director since October 2019. He is also a Director of Accenture PLC since October 2015, Cisco systems, Inc. since 2009, Charles Schwab Corporation since October 2009 and ANI Technologies/Ola Cabs since July 2015. Mr. Sarin served as Chief Executive Officer of Vodafone Group plc from July 2003 to July 2008 and as a director at Vodafone Group plc from June 1999 to July 2008. He has also served as Chief Executive Officer of the USA/Asia-Pacific region of Vodafone plc from June 1999 to April 2000. Prior to that, Mr. Sarin served as President and Chief Operating Officer of Airtouch Inc. from February 1997 to June 1999 and as President and Chief Executive Officer of Airtouch International from April 1994 to February 1997. He served as Chief Executive Officer of Bluecora, Inc. from April 2000 to January 2001. Mr. Sarin served as Vice President and General Manager of Bay/regional markets, Vice president, Chief Financial Officer of Pacific Bell and Vice President of Corporate Strategy of Pacific Telesis Group from 1989 to 1993. He joined Pacific Telesis in the Corporate Development group in 1984. Over the last 20 years, Mr. Sarin has held several other directorships including Safeway Inc. (2009-2015), Blackhawk Networks (2009-2018), Gap, Inc. (1999-2003), Bank of England (2005-2009) and Mobileum (2017 to date). He was a senior advisor to KKR from 2009 to 2014 and a member of the advisory board of Accel-KKR from 2009 to 2019. Mr. Sarin was named as an Honorary Knight of the British Empire for his services to the communications industry. Mr. Sarin holds an M.B.A. and an M.S. in Engineering, both from the University of California, Berkeley and a Bachelor of Technology degree from IIT, Kharagpur. We believe Mr. Sarin’s experiences make him well qualified to serve as a director. Ori Sasson, President and Director Our other Co-Founder, Ori Sasson, has over three decades of experience as an entrepreneur and investor in disruptive technology companies. In 1990, Mr. Sasson founded Scopus Technology, a pioneer in enterprise customer relationship management software. Mr. Sasson served as Chairman and CEO of Scopus from its founding through its IPO in 1996 and its sale to Siebel Systems in 1998. In 1999, Mr. Sasson was appointed CEO of Genesys Telecommunications Laboratories (“Genesys”), a provider of computer telephony integration and enterprise interaction management solutions. As CEO, Mr. Sasson, expanded Genesys’ global market reach and recruited an elite international management team. After approximately one year as CEO, Mr. Sasson spearheaded the sale of Genesys to Paris-based Alcatel (NYSE: ALU) for $1.9 billion. In total, Mr. Sasson has founded and seed funded multiple companies that have created billions of dollars in market value. Mr. Sasson has utilized his extensive operational experience as an entrepreneur to build a successful career as technology investor. Prior to founding Primera Capital in 2007, he was a partner at Apax Partners, a private equity firm. As General Partner of Primera Capital, Mr. Sasson leverages his operational knowledge, board experience and network connections to help his portfolio companies. Mr. Sasson’s strategy is to invest in extraordinary products, opportune markets and daring entrepreneurs with unwavering visions. Mr. Sasson has funded some of the world’s most transformative technology companies over the past two decades. Investments include VMware (acquired by EMC), Chegg (NYSE: CHGG), Fandango (acquired by Comcast), Houzz, HomeLight, Tipalti, TripActions and Duda. He founded and served as a board member of GTNexus until facilitating the company's sale to Infor in August 2015. Mr. Sasson was the founder, Chairman and Chief Executive Officer of Mobileum. He currently serves as Vice Chair and Chief Executive Officer of Airlinq and sits on the Board of Directors of Mobileum, Lifelink, Jitterbit and AirProtein. He has received numerous accolades, including the award for 1997 Bay Area Entrepreneur of the Year. Mr. Sasson earned a B.A. in Computer Science & Mathematics and an M.S. in Engineering and Operations Research in 1986 from the University of California at Berkeley. We believe Mr. Sasson’s experiences make him well qualified to serve as a director. Brenton Saunders, Director Mr. Saunders is the Former Chairman, President and Chief Executive Officer of Allergan and served in the role of President and Chief Executive Officer from July 2014 and of Chairman from October 2016 to May 2020, having previously served as Chief Executive Officer and President, and as director, of Forest Laboratories, Inc., prior to its acquisition by Allergan. Prior to that, he served as Chief Executive Officer of Bausch + Lomb Incorporated, a leading global eye health company, serving in this capacity from March 2010 until August 2013. Mr. Saunders also held a number of leadership positions at Schering-Plough, including the position of President of Global Consumer Health Care and was named head of integration for the company’s merger with Merck & Co. and for Schering-Plough’s acquisition of Organon BioSciences (2003-2009). Before joining Schering-Plough, Mr. Saunders was a Partner and Head of Compliance Business Advisory at PricewaterhouseCoopers LLP (1999-2003). Prior to that, he was Chief Risk Officer at Coventry Health Care (1998-1999) and Senior Vice President, Compliance, Legal and Regulatory at Home Care Corporation of America (1997-1998). Mr. Saunders began his career as Chief Compliance Officer for the Thomas Jefferson University Health System (1992-1997). Mr. Saunders serves on the Board of Directors of Cisco Systems, Inc. and BridgeBio Inc., and is a member of the Business Council. We believe Mr. Saunders’ experiences make him well qualified to serve as a director. Sanjay Jha, Director Mr. Jha is the former Chief Executive Officer of GLOBALFOUNDRIES Inc., a role in which he served from January 2014 to March 2018. Prior to that, he served as the Chairman and Chief Executive Officer of Motorola Mobility (January 2011-June 2012), the Chief Executive Officer of Motorola, Inc. (August 2008-December 2010), and the President and Chief Operating Officer of Qualcomm (May 1994-August 2008). Mr. Jha has also been a member of the Board of Advisors of the University of California-San Diego’s Faculty of Engineering since 2013 and a member of the Board of Trustees of the Salk Institute since 2012. He currently sits on the Board of Directors of SPARK Microsystems, Swift Navigation, Biological Dynamics, Anello Photonics, Cerence Inc., and is a strategic advisor to Eclipse Ventures. Mr. Jha earned a B.S. in Electrical Engineering from the University of Liverpool, a PhD from the University of Strathclyde in Digital Signal Processing, and a D.Sc. from the University of Strathclyde. We believe Mr. Jha’s experiences make him well qualified to serve as a director. Oren Zeev, Director From 2015 to present, Mr. Zeev has been the Sole General Partner of Zeev Ventures, a venture capital firm. From 2007 to present, Mr. Zeev invested his own capital in early stage technology startups. Prior to that, Mr. Zeev was General Partner at Apax Partners, a multi-stage venture capital firm. Mr. Zeev also served on the board of Chegg (2008-2013) and Audible (2003-2008). Mr. Zeev has a BSc Cum Laude in EE from the Technion (1990) and an MBA with Distinction from INSEAD (1994). We believe Mr. Zeev’s experience as a professional investor makes him well qualified to serve as a director. 103 Table of Contents 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 the NYSE. The term of office of the first class of directors, consisting of Mr. Jha, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. Saunders and Mr. Zeev, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Mr. Sarin and Mr. Sasson, will expire at the third annual general meeting. Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a 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. 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 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, stockholder, 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 of directors has determined that Sanjay Jha, Brenton Saunders and Oren Zeev 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 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 or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. 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 104 Table of Contents 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 Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. 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. Oren Zeev, Sanjay Jha and Brenton Saunders will serve as the members and Sanjay Jha will serve as chair of the audit committee. Oren Zeev, Sanjay Jha and Brenton Saunders are independent of and unaffiliated with our sponsor and our underwriters. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Oren Zeev, Sanjay Jha and Brenton Saunders are financially literate and our board of directors has determined that Sanjay Jha qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted 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 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 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 105 Table of Contents 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 indepen