Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Alexander Tamas ​ ​ ​ ​ 42 ​ ​ ​ Chairman and Chairman of the Board ​ John Hering ​ ​ ​ ​ 37 ​ ​ ​ Chief Executive Officer and Director ​ Katja Lake ​ ​ ​ ​ 43 ​ ​ ​ Chief Financial Officer ​ Daniel Schwarz ​ ​ ​ ​ 46 ​ ​ ​ Chief Operating Officer ​ Hugo Barra ​ ​ ​ ​ 43 ​ ​ ​ Director ​ Julie Herendeen ​ ​ ​ ​ 54 ​ ​ ​ Director ​ Steve Huffman ​ ​ ​ ​ 36 ​ ​ ​ Director ​ Sujay Jaswa ​ ​ ​ ​ 40 ​ ​ ​ Director ​ Justin Kan ​ ​ ​ ​ 37 ​ ​ ​ Director ​ Javier Olivan ​ ​ ​ ​ 43 ​ ​ ​ Director ​ Our Founding Team Alexander Tamas serves as our Chairman and Chairman of our board of directors. Mr. Tamas, a German citizen, worked in the technology mergers and acquisitions group at Goldman Sachs in London before joining DST as Partner in 2008. At DST, he personally led and sourced some of the most important technology investments of that time, including leading early primary investments in Facebook, Airbnb, Spotify, Twitter, JD.com, Alibaba, Xiaomi and Zalando. He also helped to consolidate the Russian Internet sector around Mail.ru as its Managing Director and took the company public in 2010. After leaving DST, Mr. Tamas founded Vy Capital with a vision of building a technology investment venture capital firm designed to invest in some of the world’s leading companies and own them for decades. Mr. Tamas is also the founder of numerous companies and initiatives, such as the venture-backed data science company, Synaptic, the Alexander Tamas Fellowship at the Future of Humanity Institute at Oxford, a neuroscience research institute at Imperial College, and, together with Mr. Hering, Mr. Tamas helped to form a biosafety initiative in partnership with UCSF and CZ BioHub. Mr. Tamas was selected as our Chairman and to chair our board of directors because of his experience investing in and advising some of the most successful technology companies founded in the past two decades. John Hering serves as our Chief Executive Officer and on our board of directors. Mr. Hering is also a founding Partner at Vy Capital. Mr. Hering has spent his entire career as a technology founder, entrepreneur, and investor. He co-founded Lookout, a leading global cybersecurity company. Lookout protects over 175 million devices globally and works with many of the largest organizations in the world including the US Department of Defense and the New Zealand Defense Force. Lookout is backed by over $350 million in venture capital from investors including Andreessen Horowitz, Blackrock, T. Rowe Price, Goldman Sachs, Morgan Stanley, and Qualcomm. Mr. Hering served as the company’s Chief Executive Officer until March 2014, and he currently serves as a Co-Founder and Executive Director. Mr. Hering also co-founded Coalition, a leading global cybersecurity insurance company. Partnered with leading global insurer Swiss Re Corporate Solutions, Coalition is the leading provider of cyber insurance and security, combining comprehensive insurance and proactive cybersecurity tools to help businesses manage and mitigate cyber risk. Coalition is backed by over $100 million in venture capital from leading investors including Hillhouse Capital, Ribbit Capital, and Vy Capital. Mr. Hering is a prolific technologist and has co-authored 43 patents primarily in the fields of Cybersecurity, cloud, and mobile technologies. Mr. Hering studied Public Policy, Planning, and Development at the University of Southern California. Mr. Hering was selected as our Chief Executive Officer and to serve on our board of directors because of his extensive experience founding, operating, and investing in technology companies across sectors. 111 TABLE OF CONTENTS Daniel Schwarz serves as our Chief Operating Officer. Mr. Schwarz is the Chief Operating Officer and Director of Vy Capital, and currently sits on the board of Vy Capital Holding Company, the sole member of our sponsor. Prior to Vy Capital, Mr. Schwarz was a Director and investment advisor at UBS and served as the Head of Asset Management and member of the Asset Allocation Committee for a multi-billion private client bank. Mr. Schwarz started his career at Goldman Sachs, where he traded and executed cross-asset class orders for Goldman Sachs Private Bank Zurich. Mr. Schwarz holds graduate degrees from Kaderschule Zurich and AZEK in Business Administration and Certified European Financial Analysis and Financial Management Services, respectively. Mr. Schwarz was selected as our Chief Operating Officer because of his broad operational and transactional experience. Katja Lake serves as our Chief Financial Officer. Mrs. Lake is the Chief Financial Officer and the Head of Investor Relations at Vy Capital, and currently sits on the board of Vy Capital Holding Company, the sole member of our sponsor. Prior to Vy Capital, Mrs. Lake was previously a Vice President at Deutsche Bank where she had served for over 20 years. During her tenure at Deutsche Bank, she held various senior fund structuring roles for private bank, international wealth management and institutional clients. Ms. Lake holds a graduate degree in Business Administration from Frankfurt School of Finance and Management. Ms. Lake was selected as our Chief Fiancial Officer because of her broad operational and transactional experience. Hugo Barra will serve as one of our directors following the completion of this offering. Mr. Barra is the Vice President of Virtual Reality at Facebook, heading the Oculus VR team. Prior to Facebook, Mr. Barra was Vice President of Xiaomi’s Global division responsible for the company’s products and operations in all markets outside of Mainland China. Mr. Barra led the company’s entry into 20 countries including India, Indonesia, Russia and Spain, which contributed materially to the company’s $54 billion IPO in Hong Kong in 2018. Before Xiaomi, Mr. Barra spent 6 years at Google, where he served as Vice President of Android Product Management, overseeing global development of the Android operating system from its early days to the first billion users worldwide. During his college years, he interned for several years at the MIT Media Lab, and spun off speech recognition startup LOBBY7 (sold to Nuance Communications) that eventually powered the first generation of Apple’s Siri voice assistant. Mr. Barra received a bachelor’s and master’s degrees in electrical engineering and computer science from the Massachusetts Institute of Technology (MIT), and a bachelor’s degree in management science from MIT’s Sloan School of Management. Mr. Barra was selected to serve on our board of directors due to his global operating expertise and for his experience in founding and leading next-generation technology businesses. Julie Herendeen will serve as one of our directors following the completion of this offering. Ms. Herendeen has over 25 years of experience launching and scaling enduring technology brands, managing global businesses and building high performance marketing and product teams. Ms. Herendeen is the chief marketing officer of PagerDuty, a pioneer in Digital Operations Management, where she helped lead the company’s transition to the public markets. Ms. Herendeen serves as a director on the board of Hubspot and previously served as an advisory board member to PagerDuty during her tenure of over 4 years in executive and advisory roles. Prior to PagerDuty, Ms. Herendeen served as head of global enterprise marketing at Uber and vice president of marketing at Dropbox, building the company’s first global marketing team. Prior to Dropbox, Ms. Herendeen was the chief marketing officer of Lookout. Earlier in her career, she spent five years at Yahoo as vice president and held various positions at Shutterfly, Netscape and Apple. Ms. Herendeen holds a master’s degree in business administration from Harvard University and a bachelor’s degree in economics from the University of California, Berkeley. Ms. Herendeen was selected to serve on our board of directors due to her global marketing expertise, public company experience, and for her experience advising technology businesses in her capacity as a board member. Steve Huffman will serve as one of our directors following the completion of this offering. Mr. Huffman is the Co-Founder and CEO of Reddit, the “front page of the internet” and the sixth most visited site in the U.S. Reddit is a platform of over 35,000 online communities that is home to 430 million monthly visitors and over 50 million daily users. 112 TABLE OF CONTENTS Mr. Huffman was also the Co-Founder and CTO of the online travel company Hipmunk, which was acquired by SAP Concur in 2016. Mr. Huffman serves on the board of directors of the cyber security firm Bishop Fox as well as the Tech Advisory Board for the Anti-Defamation League. He also serves as a mentor at Hackbright Academy, a San Francisco-based coding school for women. Mr. Huffman holds a B.S. in Computer Science from the University of Virginia. Mr. Huffman was selected to serve on our board of directors due to his extensive experience as a serial founder, technical operator, and leader within the technology industry. Sujay Jaswa will serve as one of our directors following the completion of this offering. Mr. Jaswa is the Co-Founder and Managing Partner of WndrCo, a technology holding company, where he serves as Chairman of Aura, Twingate, and VPN Super. Mr. Jaswa led investments in 1Password and The Infatuation/Zagat. Previously, Mr. Jaswa was the Business Founder, Chief Financial Officer, and Vice President of Business at Dropbox, where he created and led the company’s global business and finance organizations. During his tenure, Dropbox grew from an early stage startup into a leading global technology company. Earlier in his career, Mr. Jaswa was a Principal at New Enterprise Associates, where he was involved in early investments in Workday, Cloudflare, and Playdom. He was also an early individual investor in Guardant Health and Skillz. Mr. Jaswa is a Lecturer on startups at Stanford University’s Graduate School of Business, and sponsors research awards at Stanford’s Department of Psychiatry, UCSF’s Cancer Center, and Harvard Business School. Mr. Jaswa holds a B.A. in Economics from Princeton University and an M.B.A. from Harvard Business School. Mr. Jaswa was selected to serve on our board of directors due to the substantial business and financial acumen he has acquired while operating and investing in the technology sector. Justin Kan will serve as one of our directors following the completion of this offering. Mr. Kan is a global technology entrepreneur and investor. Mr. Kan is best known as the co-founder of Twitch, the internet live video streaming platform which was acquired by Amazon for $970 million. Twitch is now one of the most trafficked sites on the internet with 700+ billion minutes watched in 2020 and 6 million monthly broadcasters. Previously, Mr. Kan was a Partner at Y-Combinator, the world’s leading seed investment company and start-up accelerator which has helped launch over 2,000 technology start-ups including Stripe, AirBnB, Cruise Automation, DoorDash, Coinbase, Instacart, PagerDuty, Dropbox, Twitch, and Reddit. The Y-Combinator community now has over 4,000 founders and the combined valuation of YC companies is now in excess of $150 billion. Mr. Kan has co-founded six technology start-ups which have collectively raised over $500 million in venture capital and has personally invested in many of the fastest growing technology startups globally, including Reddit and Cruise Automation, which was acquired by General Motors for $1 billion. Mr. Kan holds a B.A. in Physics and Philosophy from Yale University. Mr. Kan was selected to serve on our board of directors due to his experience building consumer internet businesses at scale and investing across a broad number of technology sub-sectors. Javier Olivan will serve as one of our directors following the completion of this offering. Mr. Olivan is the Vice President of Central Products at Facebook. Mr. Olivan joined Facebook as the Head of International Growth in 2007. At the time, Facebook had fewer than 50 million people using the service with a very small portion coming from users outside the US. Over the last 12 years, Mr. Olivan helped grow the company to a community of over two billion people with more than 87% of those people accessing Facebook from outside the US. Mr. Olivan presently oversees Facebook’s growth efforts, content enforcement efforts, ads and business platform, commerce, payments and social impact efforts. Beyond his product teams, he also leads several other groups including Facebook’s teams for data science, internationalization, UX research and content strategy. Prior to joining Facebook, Mr. Olivan was a Product Manager at Siemens Mobile and earlier in his career, worked for NTT in Japan. He previously served as an independent board director for MercadoLibre. Mr. Olivan holds a master’s degree in business administration from Stanford University and a master’s degree 113 TABLE OF CONTENTS in both electrical and industrial engineering from Universidad de Navarra in Spain. Mr. Olivan was selected to serve on our board of directors due to his experience operating and growing businesses on a global scale. Number and Terms of Office of Officers and Directors 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. The term of office of the first class of directors, consisting of      , will expire at our first general annual meeting. The term of office of the 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 provides that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, 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. 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 which 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 NYSE’s listing standards and applicable SEC rules. Our board of directors has determined that 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. 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 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 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 partner 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 our 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. 114 TABLE OF CONTENTS 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 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 founding 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 founding 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 founding t