Our officers, directors and director nominees are as follows: Name​​Age ​​PositionJay Hoag​​62​​Chairman Christopher Marshall ​​52​​Co-Chief Executive OfficerJon Reynolds Jr.​​53​​Co-Chief Executive OfficerFrederic Fenton​​45​​PresidentErez Elisha​​50​​Chief Financial OfficerKatie Mitic​​51​​Director NomineeTayloe Stansbury​​59​​Director NomineeJay Hoag co-founded TCV in 1995 and has been a venture capitalist and technology investor for more than 37 years. Prior to founding TCV, he was a Managing Director at Chancellor Capital Management, where he spent more than 12 years as a technology-focused venture capitalist and fund manager. Mr. Hoag currently serves on the board of directors of Electronic Arts, Netflix, Peloton, TripAdvisor, and Zillow, among others. He has been involved in a large number of technology investments, including Altiris, Expedia, Facebook, Fandango, and Groupon. Mr. Hoag received a B.A. in Economics and Political Science degree from Northwestern University and an M.B.A. from the University of Michigan.We believe that Mr. Hoag is well qualified to serve as a director as he brings to the board significant experience as a venture capitalist and technology investor for more than 37 years.Christopher (“Woody”) Marshall joined TCV in 2008 and has been working in the venture capital industry since 1995. He focuses on investments in the FinTech, internet, and digital media & entertainment industries. Prior to joining TCV, Mr. Marshall spent 12 years at Trident Capital, a leading venture capital and private equity firm, where he focused on the payments, internet, and mobile markets. He currently serves on the board of directors of GoFundMe, Newsela, Payoneer, Retail Merchant Services, Sojern, Spotify, and Nerdy (fka Varsity Tutors). Mr. Marshall has been involved in a large number of technology investments including Airbnb, Dollar Shave Club, Groupon and Netflix. He received a B.A. in Economics from Hamilton College and M.B.A. from the J.L. Kellogg Graduate School of Management and Northwestern University.Jon (“Jake”) Reynolds Jr. joined TCV in 1997 and has been a venture capital and technology investor since 1993. Prior to joining TCV, he was with General Atlantic Partners and a member of the M&A group at Lazard Freres & Co. Mr. Reynolds has extensive investment experience in multiple technology sectors with a primary focus on SaaS software and tech-enabled services industries. He is currently on the board of directors of OneSource Virtual, and Watermark. Mr. Reynolds has been involved with numerous other technology investments including Brightmail, Capella Education Company, Genesys, Global 360, OSIsoft, IQMS, Venafi, Webroot and Zillow, among others. Mr. Reynolds received an A.B. in Geography from Dartmouth College and an M.B.A. from Columbia Business School.Frederic (“Ric”) Fenton joined TCV in 2008 and serves as Chief of TCV’s Investment Operations. In this role, Ric oversees TCV’s Legal, Compliance, Capital Markets, and other investment and portfolio support functions, bringing his transactional expertise to bear across all of TCV’s market sectors, advising and guiding deal teams throughout the investment process. He also serves as the firm’s Chief Legal Officer and Chief Compliance Officer and is responsible for transaction execution, fund formation, partnership matters, compliance and other legal and administrative functions. Prior to joining TCV, Ric was an attorney in the Palo Alto and New York offices of Simpson Thacher & Bartlett LLP, where he advised leading private equity firms, corporations, and investment banks on a wide range of M&A and securities law matters, including public and private leveraged buyouts, stock and asset acquisitions and dispositions, joint ventures, minority co-investments, securities offerings, and PIPE financings. Mr. Fenton received a B.B.A. in Finance from the University of Michigan and a J.D. from the Duke University School of Law. Erez Elisha joined TCV in 2019, bringing more than 20 years of experience of working with global financial institutions. He currently serves as Chief Financial Officer of TCV, leading the firm’s global finance, treasury, valuation, tax, and corporate development functions. Prior to joining TCV, Mr. Elisha was an Executive 96 TABLE OF CONTENTSManaging Director and Chief Accounting Officer for Sculptor Capital Management, where he managed the Public Entity, Corporate Finance, and Accounting teams. He has also held VP of Finance roles in the Asset Management Divisions at Morgan Stanley and J.P. Morgan. Mr. Elisha received a B.S. in Accounting from Florida Atlantic University and an M.B.A. from the University of Miami. Mr. Elisha is a Certified Public Accountant.Katie Mitic is currently Co-Chief Executive Officer and Co-founder of SomethingElse, Inc., a direct-to-consumer beverage company. From 2012 to 2017, Ms. Mitic was the Chief Executive Officer and Co-founder of Sitch, Inc., a startup building innovative mobile consumer products. From 2010 to 2012, Ms. Mitic served Ms. Mitic served as Director of Platform & Mobile Marketing at Facebook, Inc., where she grew developer products and partnerships globally. Prior to joining Facebook, Ms. Mitic served as Senior Vice President, Product Marketing at Palm, Inc., where she expanded the company product lines and international footprint up until its acquisition by Hewlett-Packard in 2010. Earlier in her career, Ms. Mitic worked at NetDynamics (acquired by Sun Microsystems), where she launched the industry’s first application server, at Four11, where she built the industry-leading email service RocketMail (now Yahoo! Mail) and at Yahoo!, where she served as Vice President and General Manager. Since 2020 she has served on the board of directors, compensation committee and nominating and governance committee of eBay, Inc. She also has served on the board of directors and audit committee of RH, Inc. (Restoration Hardware) since 2013. Additionally she serves as a board member of Headspace, a health and wellness technology company, DVx Ventures, and the nonprofit LeanIn.Org. Ms. Mitic received her B.A. from Stanford University and her M.B.A. from Harvard Business School.We believe that Ms. Mitic is well qualified to serve as a director as she brings to the board significant executive and operational leadership experience, as well as twenty years in leadership positions at consumer technology companies.Tayloe Stansbury is currently the Chief Executive Officer of Kaleidescape, Inc., a company that builds best-in-class movie servers and players that deliver the finest cinematic experience available for the home. From May 2009 to May 2019, Mr. Stansbury served in various roles at Intuit Inc., most recently as Executive Vice President and Chief Technology Officer. From December 2007 to May 2009, Mr. Stansbury served as Chief Information Officer of VMware Inc. From February 2001 to December 2007, Mr. Stansbury served in various roles at Ariba, Inc., most recently as Executive Vice President of Products and Operations. Mr. Stansbury serves on the board of directors of Coupa Software, Kaleidescape, Trelly, and Watermark. He previously served on the board of directors of BlueJeans Network, Shutterfly, and a number of non-profit organizations. Mr. Stansbury holds an A.B. in Applied Mathematics from Harvard University.We believe Mr. Stansbury should serve as a director based on his extensive experience in general management and software and platform development and his experience in the software industry.Number and Terms of Office of Officers and Directors We expect to have three directors upon completion of this offering, with each director holding office for a two-year term. We intend to add a third independent director within one year of our initial public offering. 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. 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. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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 one or more 97 TABLE OF CONTENTSchairman 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. 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 with the company that, in the opinion of the company’s board of directors, could 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 “independent directors” as defined in the NASDAQ listing rules and applicable SEC rules. We expect a majority of our board of directors to be comprised of independent directors within 12 months from the date of listing to comply with the majority independent board requirement in Rule 5605(b) of the NASDAQ listing rules. Our board of directors has determined that Katie Mitic and Tayloe Stansbury are “independent directors” as defined in NASDAQ listing standards and applicable SEC rules. We intend to add a third independent director within one year of our initial public offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. 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 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 executive 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 executive officers and directors that provide for benefits upon termination of employment. 98 TABLE OF CONTENTSCommittees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, 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. Subject to phase-in rules and a limited exception, the rules of NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors. 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. Jay Hoag, Katie Mitic and Tayloe Stansbury will serve as members of our audit committee. Our board of directors has determined that each of Katie Mitic and Tayloe Stansbury are independent under NASDAQ listing standards and applicable SEC rules, and we intend to appoint a third independent director within one year of listing. Katie Mitic will serve as the Chairman of the audit committee. Under NASDAQ listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Katie Mitic qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: •meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; •monitoring the independence of the independent registered public accounting firm; •verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; •inquiring and discussing with management our compliance with applicable laws and regulations; •pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; •appointing or replacing the independent registered public accounting firm; •determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; •establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; •monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and •reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Katie Mitic and Tayloe Stansbury, and Tayloe Stansbury will serve as chairman of the compensation committee. 99 TABLE OF CONTENTSUnder NASDAQ listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Katie Mitic and Tayloe Stansbury are independent. We will adopt a compensation committee charter, which will detail 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 based on such evaluation; •reviewing and approving the compensation of all of our other Section 16 executive 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 will also provide 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 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. Compensation Committee Interlocks and Insider Participation None of our executive officers currently