Our officers, directors and director nominees are as follows: Name Age Position David “Tiger” Williams 59 Co-Chief Executive Officer and Director Jonathan David Rowland 46 Co-Chief Executive Officer and Director Bobby Morovati 49 Chief Financial Officer Betsy L. Battle 67 Independent Director Nominee Tomago Collins 49 Independent Director Nominee William C. Kunkler 64 Independent Director Nominee Brent McIntosh 48 Independent Director Nominee David “Tiger” Williams is our Co-Founder and Co-Chief Executive Officer. Tiger is the Founder and Managing Member of Williams Trading LLC. Prior to founding Williams Trading, Tiger was an Associate Director at Tiger Management where he was responsible for trading the domestic equity portfolio from 1993 through 1997. Tiger began his career on Wall Street in 1987 as a member of the Principal Training Program at E. F. Hutton. In 1989, he joined First Boston as an Associate and Generalist Equity Sales Trader. In 1990, Tiger joined Needham and Co. as a Vice President and in 1991 moved to Donaldson Lufkin and Jenrette, also as a Vice President. Tiger received his Bachelor of Arts degree in Economics and Political Science at Yale University in 1984 and his Master’s in Business Administration from the Stern School of Business at New York University in 1989. We believe that Tiger’s extensive experience in the financial services and investment industries make him well qualified to serve as a member of our board. Jonathan David Rowland is our Co-Founder and Co-Chief Executive Officer. A banker and entrepreneur since the mid-1990’s, he is currently Founder and Executive Chairman of Mode Global Holdings (MODE.LN), that operates Mode, a digital bank, wallet and payments platform, and Co-Founder and Non-Executive Director of Redwood Bank, a UK-based technology-driven SME commercial lender, and has more than 25 years of experience as an investor and Director of public and private companies globally. He has led many investments in Financial Services and FinTech companies, including being an early investment in ZOPA in 2005, and leading the post-crisis restructuring of Kauphting Bank Luxembourg, renamed Banque Havilland, and being the bank’s CEO between 2009 and 2013. Among public companies in which he has been involved are Jellyworks PLC, which was listed on LSE AIM in 1999 and sold eight months later to Shore Capital Plc. We believe Jonathan’s extensive financial services experience makes him well qualified to serve on our board. Bobby Morovati is our Chief Financial Officer. Bobby is currently serving as the Chief Financial Officer of Williams Trading LLC. Prior to joining Williams, he was Accounting Manager at Pali Capital, a boutique derivatives and fixed income firm, where he worked as a key member of the finance and accounting team on all facets of the financial and operational components of the firm during its rapid growth and expansion phase. He began his career at Pershing in 1998 as a member of the Controller’s Group. He received his Bachelor of Science in Accounting from Rutgers University. We believe that our management team’s operating expertise, transaction experience and relationships will provide us with a substantial number of attractive potential business combination targets. Our Independent Directors Betsy L. Battle, will be one of our independent Board members upon the effectiveness of this offering. She is Chief Investment Officer and Founding Partner of Lone Peak Partners and brings more than four decades of financial services and investment experience to Williams Rowland. Prior to founding Lone Peak in 2009, she was Director of Manager Selection and a member of the Management Committee at Soros Fund Management LLC, where, she managed multibillion dollar portfolios of external hedge funds for the Quantum group of funds and George Soros, and built the manager selection and due diligence processes as well as the multi-manager portfolio construction and monitoring methodologies. Prior to Soros, she held positions at Bankers Trust, Citicorp and JP Morgan, primarily 105 Table of Contents as a manager in Global Sales and Trading. She currently serves on the Board of the University of North Carolina Kenan-Flagler Business School Foundation, the Board of Directors of the Breast Cancer Research Foundation, and the President’s Council of the Peconic Land Trust. Ms. Battle received a BA from the University of North Carolina at Chapel Hill in 1976. We believe Betsy’s extensive financial services and investment experience make her well qualified to serve on our board. Tomago Collins will be one of our independent Board members upon the effectiveness of this offering. He is Executive Vice President of Communications & Business Development, Kroenke Sports & Entertainment, where he works closely with ownership and senior leaders across a multibillion-dollar portfolio of Kroenke-owned global businesses on strategy, communications and development. He also serves on multiple public and private company and non-profit boards, including Four Seasons Hotels & Resorts and Republic Services Group, and was also a Board member of AutoNation from 2014-19. Mr. Collins also serves as a board member for the Global Down Syndrome Foundation. Mr. Collins is a graduate of Yale University. We believe Tomago’s business experience and extensive experience as a public company director make him well qualified to serve on our board. William C. Kunkler will be one of our independent Board members upon the effectiveness of this offering. He has over 40 years of manufacturing and operating experience and is currently Executive Vice President of Operations for CC Industries, Inc. (CCI), a private equity firm focused on manufacturing companies and real estate investments, where he is responsible for general operating issues and investment decisions at each of CCI’s companies. He is also Vice President of Henry Crown and Company, the parent company of CCI. Prior to joining CCI in 1995, he was Executive Vice President for Marblehead Lime Company, a subsidiary of General Dynamics Corporation, and he began his career at USG Corp. as a project engineer. Mr. Kunkler has been a Director of NIBCO Inc., a manufacturer of valves and fittings based in Elkhart, Indiana, since 2004 and was a Director of Sears Holdings Corporation, a leading retailer of general merchandise, from 2009 to 2018. Mr. Kunkler received his Bachelor of Science degree in Mechanical Engineering from Yale University and his Master of Management degree from Kellogg Graduate School of Management, Northwestern University. We believe that William’s business experience make him well qualified to serve on our board. Brent McIntosh will be one of our independent Board members upon the effectiveness of this offering. Most recently Mr. McIntosh served as Under Secretary for International Affairs within the U.S. Department of the Treasury, a position he held from September 2019 through January 2021. Prior to that position, he served as the General Counsel for the U.S. Department of the Treasury. Before assuming that role in August 2017, Mr. McIntosh was a partner at the law firm of Sullivan & Cromwell LLP in Washington DC where he specialized corporate and financial institutions matters, a position he held since January 2011. Mr. McIntosh holds a Bachelor of Arts degree in Economics and Political Science from the University of Michigan as well as a Juris Doctor degree from Yale Law School. We believe that Brent’s extensive banking background, both in private practice and from holding high-ranking positions with the U.S. Department of the Treasury will be extremely valuable to us. The past performance of our management team or that of our board of directors is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical record of our management’s performance as indicative of our future performance. Number and Terms of Office of Officers and Directors We will have six directors upon completion of this offering. Each member of our board of directors will be elected at our annual meetings. In accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including, without limitation, a Chairman of the Board, Presidents, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined by the board of directors. 106 Table of Contents Director Independence NYSE listing standards require that a majority of our board of directors be independent within the first year following the offering. 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 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. Our board of directors has determined that each of _______, __________, _________ and __________ 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 has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No other compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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 using funds held outside the trust account. Other than quarterly audit committee review of such payments, 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 identifying and consummating an 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders 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 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 will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, NYSE rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and NYSE rules require that the compensation committee of a listed company be comprised solely of independent directors. 107 Table of Contents Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. _____, ______, and __________ will serve as members of our audit committee, and ______ will chair the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of ________, ___________ and ________ meet the independent director standard under the NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. 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. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; • 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 (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) 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 and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • 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. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. _______, __________, and __________ will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each of ________, ____________, and _________ are independent, and ________ will chair the compensation committee. 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, if any is paid by us, 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 on an annual basis the compensation, if any is paid by us, of all of our other officers; 108 Table of Contents • reviewing on an annual basis 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; • if required, 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. Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. 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