Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Pierre Denis ​ ​ ​ ​ 56 ​ ​ ​ Chief Executive Officer and Director Nominee ​ Nathalie Gaveau ​ ​ ​ ​ 45 ​ ​ ​ President and Director Nominee ​ Constantin Eis ​ ​ ​ ​ 37 ​ ​ ​ Chief Financial Officer and Director Nominee ​ Tommy Stadlen ​ ​ ​ ​ 34 ​ ​ ​ Director Nominee (Chairman) ​ Alan Sheriff ​ ​ ​ ​ 61 ​ ​ ​ Director ​ Pierre Denis is our Chief Executive Officer and will be appointed to serve as a member of our board of directors in connection with this offering. Since June 2020, Mr. Denis has served as Senior Advisor to the board of Coty Inc., a global beauty brand. From July 2012 to February 2020, Mr. Denis served as the Chief Executive Officer of Jimmy Choo Group Limited. During his tenure with Jimmy Choo, Mr. Denis helped establish the brand’s strong presence in Asia as well as its digital capabilities. Previously, he gained extensive experience in the global fragrances, cosmetics and luxury fashion industries. Mr. Denis was the Managing Director for the John Galliano brand from 2008 to 2012. From 2006 to 2008, he served as the Managing Director at Christian Dior Couture in Europe, the Middle East, and India. From 2003 to 2006, he was the Managing Director of LVMH Perfumes and Cosmetics for Asia Pacific and assumed additional responsibility for Christian Dior Couture. During this time, he led the development of LVMH’s Asia Center of Excellence for the Perfumes & Cosmetics division, paving the way for the company’s robust perfumes, cosmetics, and skincare business in China. Mr. Denis joined LVMH’s Perfumes & Cosmetics division in 1992 and became Asia Pacific Managing Director for Parfums Christian Dior in 1999. Mr. Denis is a graduate of ESSEC Business School, Paris. We believe Mr. Denis’ operational and executive experience make him well-qualified to serve as a member of our board of directors. Nathalie Gaveau will be appointed to serve as our President and a member of our board of directors in connection with this offering. Since January 2020, Ms. Gaveau has served as Senior Advisor of BCG Digital Ventures, where she previously served as Managing Director and Partner. She is a Limited Partner of Lead Edge Capital, which she joined in 2015. She serves as non-executive director with Coca-Cola European Partners, a major fast-moving consumer goods company, and serves as a non-executive director at Calida AG, a premium sustainable brands holding based in Switzerland. Ms. Gaveau brings diverse international experience, including six years in the Asia-Pacific, and is an active technology early-stage investor in scalable marketplaces and digital platforms. From 2010 to 2019, Ms. Gaveau was the Founder and Chief Executive Officer of Shopcade, a trans-Atlantic fashion and lifestyle mobile shopping platform, which was acquired by Lagardère in 2017. From 2009 to 2010, she served as the Digital Business Development Director at TBWA London, and the Digital Director at TBWA Hong Kong from 2007 to 2009. From 2003 to 2007, Ms. Gaveau was Director of E-Business and CRM at Club Med Asia-Pacific. In 2000, she co-founded and served as Managing Director of PriceMinister.com, a leading online French marketplace for deals and second-hand trading in consumer goods, until 2003. In 2010, PriceMinister.com was sold to Rakuten for over $250 million. Ms. Gaveau started her career at Lazard as a mergers and acquisition financial analyst. She holds a Master of Business Administration from HEC School of Management. We believe that Ms. Gaveau’s executive and international experience make her well-qualified to serve as a member of our board of directors. Constantin Eis is our Chief Financial Officer and will be appointed to serve as a member of our board of directors in connection with this offering. Mr. Eis has served as Chief Transformation Officer of LichtBlick, Germany’s fifth largest energy company, since 2019. In 2013, Mr. Eis co-founded Casper Sleep Inc. (NYSE: CSPR) Europe, a direct-to-consumer company that went public in February 2020, and served as its global Managing Director from 2016 to 2019. From 2011 to 2016, Mr. Eis also served as Chief Financial Officer of Home 24, a Germany-based company engaged in online retail of furniture and home accessories that went 109 TABLE OF CONTENTS public in 2020, and as a member of its board of directors from 2014 to 2016. Mr. Eis is a graduate of HHL Leipzig Graduate School of Management. We believe that Mr. Eis’ management and financial experience make him well-qualified to serve as a member of our board of directors. Tommy Stadlen, a founder, will be appointed to serve as our Chairman and a member of our board of directors in connection with this offering. Mr. Stadlen co-founded Giant Ventures, a global venture capital firm, in 2019. Since 2017, Mr. Stadlen has been an investor and Venture Partner at firstminute Capital, a $100 million technology venture capital firm. He is also an advisor to the NYU Stern School of Business. Between 2017 and 2020, Mr. Stadlen held product leadership roles at Microsoft, which acquired Swing, an imaging technology company, in 2017. Mr. Stadlen co-founded Swing in 2014 and continues to serve as its Chief Executive Officer. Prior to Swing, Mr. Stadlen served as a strategy consultant at McKinsey from 2013 to 2015, where he developed global experience across sectors advising leading companies and governments. Mr. Stadlen previously worked for President Obama on his 2008 presidential campaign as a speechwriter and policy advisor. Mr. Stadlen has been recognized by the Financial Times as a top 50 Global Ally Executive and is a recipient of Entrepreneur Magazine’s “Best Companies in America” Award. Mr. Stadlen is the best-selling author of “Connect: How Companies Succeed by Engaging Radically with Society,” written with former British Petroleum Chief Executive Officer Lord Browne. Mr. Stadlen is a contributor to media outlets including the New York Times, Financial Times, CNBC, BBC and Bloomberg, where he frequently appears as an expert on technology, digital transformation and long-term capitalism. Mr. Stadlen graduated with a Bachelor of Arts and First Class honors from the University of Oxford and holds a Master of Science from the London School of Economics and Political Science. We believe that Mr. Stadlen’s operational and executive experience make him well-qualified to serve as a member of our board of directors. Alan Sheriff, a founder, has served as a member of our board of directors since November 2020. Mr. Sheriff co-founded Solebury Capital in 2005 and served as its Co-Chief Executive Officer from 2005 to 2020. Mr. Sheriff has also served as Vice Chairman of Corporate and Institutional Banking, PNC Financial Services Group since 2020. Under his guidance and leadership, Solebury Capital has become a premier independent equity capital advisory firm, known for bringing deep product expertise, market knowledge and unbiased advice to its clients. At Solebury Capital, Mr. Sheriff has personally worked on hundreds of IPOs, follow-ons and block trades and has provided general capital markets counsel to financial sponsors such as Bain Capital, Ares Management, Apollo, American Securities, TH Lee, Freeman Spogli, TSG Consumer and many others. Mr. Sheriff has also worked directly with companies such as Nielson, Dunkin Brands, Canada Goose, BRP (Bombardier Recreational Products), Aramark, Black Knight Financial, Patheon, Planet Fitness and Casper Sleep. Prior to founding Solebury Capital, Mr. Sheriff held several senior-level positions at Credit Suisse First Boston, including serving as Co-Head of Equity Capital Markets for the Americas from 1999 to 2005. Mr. Sheriff also chaired Credit Suisse’s Equity Valuation Committee from 1999 to 2005 and sat on the firm’s Investment Banking Committee from 2001 to 2005. Mr. Sheriff began his career at Salomon Brothers where he worked from 1983 to 1992. Mr. Sheriff currently serves as director of Tailwind Acquisition Corp., a special purpose acquisition company (NYSE: TWND). Mr. Sheriff graduated from the University of Rochester in 1981 with a B.A. in Political Science, Magna Cum Laude, Phi Beta Kappa. He also received an MPA from Columbia University’s School of International and Public Affairs. He is a member of The Council on Foreign Relations since 1999, the NationSwell Council since 2016 and the Travis Manion Foundation since 2018. Mr. Sheriff has also served on the board of PsychHub since 2019. We believe that Mr. Sheriff’s executive and institutional banking experience make him well-qualified to serve as a member of our board of directors. Number and Terms of Office of Officers and Directors We will have directors upon completion of this offering. Our board of directors 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 the 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           , will expire at our first annual general meeting. The term of office of the 110 TABLE OF CONTENTS second class of directors, consisting of                 will expire at our second annual general meeting. The term of office of the third class of directors, consisting of                 , will expire at our third annual general meeting. 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 will provide that our officers may consist of one or more chairman 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 NYSE listing standards require that a majority of our board of directors be independent. Our board of directors has determined that and are “independent directors” as defined in the NYSE listing standards. 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. 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 reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, 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. 111 TABLE OF CONTENTS 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. Committees 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 three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the NYSE 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 the NYSE require that the compensation committee and the nominating 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.       and        will serve as members of our audit committee. Our board of directors has determined that each of       and        are independent under the NYSE listing standards and applicable SEC rules.        will serve as the Chairman of the audit committee. Under the NYSE 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         qualifies as an “audit committee financial expert” as defined in applicable SEC rules. Because we expect to list our securities on the NYSE in connection with our initial public offering, we have one year from the date of this offering for our audit committee to have at least three members, all of whom must be independent. 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 ​ 112 TABLE OF CONTENTS reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be                 and           , and           will serve as chairman of the nominating committee. Under the NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of           , and                 are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director N