Our officers and directors are as follows:Name​​Age​​PositionPaul Martino​​46​​Executive ChairmanDavid VanEgmond​​32​​Chief Executive OfficerEric Wiesen​​46​​PresidentDuncan Davidson​​68​​Executive Vice PresidentMelissa Blau​​52​​Director Brett Calapp​​46​​Director Les Ottolenghi​​59​​DirectorPaul Martino, our Executive Chairman, has been with Bullpen Capital since 2010. Mr. Martino served on the board of directors of FanDuel from 2012 through 2017. He is the (co-)founder of multiple companies, including: Ahpah Software, a computer security firm acquired by InterTrust (Nasdaq: ITRU, now owned by Sony); Tribe, a social network founded in 2003; and Aggregate Knowledge, a big data advertising attribution company acquired in 2014 by Neustar. Additionally, he has founded entertainment and media companies Bankroll Club LLC and 818 Media Productions LLC. Mr. Martino is a graduate of Lehigh University and holds a master’s degree in Computer Science from Princeton University. We believe Mr. Martino’s substantial executive experience within the gaming, entertainment and social media industries makes him well qualified to serve as a member of our board of directors.David VanEgmond, our Chief Executive Officer, has been with Bettor Capital, an investment and consulting platform focused on the U.S. sports betting and online real money gaming space, where he has been serving as Chief Executive Officer since its inception in June of 2020. Bettor Capital clients include organizations in the NFL, NBA, MLB, MLS, and WNBA who receive advisory services ranging from sourcing partners, negotiating sponsorship deals, structuring marketing or market access partnerships and more. Mr. VanEgmond has hands-on experience as an executive at both an operator and supplier in the sports gaming ecosystem. Prior to that, Mr. VanEgmond has been in the online real money gaming, technology, sports and digital media ecosystem for over a decade. He previously served in executive management positions in businesses at the convergence of sports betting and digital gaming in the United States, including time at FanDuel Inc. from 2015 to 2019 and Barstool Sports Inc. from 2019 until June 2020. Mr. VanEgmond received a Bachelor of Business Administration in Finance from the University of Notre Dame. We believe Mr. VanEgmond’s demonstrated negotiating and executive experience within the digital gaming industry and broad professional network make him well qualified to serve as a member of our board of directors.Eric Wiesen, our President, has been with Bullpen Capital since November 2015. He has spent his career in technology and has been an entrepreneur, investor, advisor, and attorney. He began his career as a co-founder of Xert Computing while still an undergraduate at UC Berkeley. Xert was a provider of hardware and services to the 3D Graphics and Animation communities. In 2008, he joined RRE Ventures as a general partner. Mr. Wiesen was involved with RRE’s early investment at OnDeck and sourced the investment into BarkBox (recently went public via SPAC merger). Mr. Wiesen manages Bullpen’s investment in Carbon Health and sits on the boards of AvantStay, Bentobox, and Starcity. Mr. Wiesen holds a bachelor’s degree from UC Berkeley, a Juris Doctor from the University of Michigan Law School and a Master of Business Administration from Columbia Business School.Duncan Davidson, our Executive Vice President, has been with Bullpen Capital since December 2010. He is a serial entrepreneur who most notably founded Covad Communications, a leading independent DSL provider that went public and reached a market value of $9 billion, and SkyPilot Networks, a developer of outdoor wireless mesh systems, acquired by Trillium in 2009 for connectivity to smart meters. He served as the SVP of Business Development at InterTrust and led its IPO in 1999 and the secondary in 2000 (InterTrust reached a $9 billion market value in 2000). Mr. Davidson spent four years as a managing director at VantagePoint Venture Partners where he focused on digital media and telecom investments including: Widevine, a digital rights management provider acquired by Google, ProtoStar, a direct-to-home satellite company, and Livescribe, a smartpen company. He served on public boards, including Genuity, Inc., a spinout of GTE Internetworking from Verizon and the last large initial public offering of the dot-com era, and DSL.net, a broadband provider. Prior to forming Bullpen, Mr. Davidson 119 TABLE OF CONTENTSco-founded one of the first mobile social app companies, Xumii, which was later sold to Myriad Group and as of 2015 was powering over 200 million users in the developing world. Mr. Davidson received a Bachelor of Science in Physics and Math from Brown University and a Juris Doctor from the University of Michigan Law School.Melissa Blau, a Director, has been a director at iGaming Capital LTD since 2006. Ms. Blau has been in the iGaming sector for over 17 years both as an advisor and operator. She is the Founder and Director (since 2006) of iGaming Capital, a leading iGaming consulting business assisting U.S. and European gaming companies develop their U.S. digital strategies as well as advisor to/investor in numerous companies in the sector. She is currently working with several casino and sports betting operators providing operational advisory into online sports betting operations or nationwide expansion. She has a Bachelor’s Degree from the University of Pennsylvania and an MBA from Harvard Business School. We believe Ms. Blau’s significant professional consulting background in the gaming and sports betting sector make her well qualified to serve as a member of our board of directors.Brett Calapp, a Director, founded Shadowfox Technology Inc. in 2018. He has spent 17 years in the online real money and social gaming space as an entrepreneur, executive and advisor specializing in building iGaming companies within regulatory frameworks. Mr. Calapp also served as chief social gaming officer of Pala Interactive LLC from 2015 to 2019. Mr. Calapp is a former board member of the College Poker Tour. He is a 12-year advisor to All In Magazine, focused on poker, fantasy sports and eSports. Mr. Calapp received a Bachelor of Arts in Business Communication and Marketing from Arizona State University and a Master of Business Administration in Finance from Graziadio Business School at Pepperdine University. We believe Mr. Calapp’s digital gaming industry knowledge and experience as an entrepreneur make him well qualified to serve as a member of our board of directors.Les Ottolenghi, a Director, is a former Executive Vice President & Chief Information Officer for Caesars Entertainment from 2016 to 2019. He led both the digital transformation and new digital product creation at both Caesars and Las Vegas Sands Corp. including iGaming, social gaming and e-sports initiatives. He currently is self-employed, working in cybersecurity consulting, and serves on the advisory board of several tech start-ups in the gaming industry. Mr. Ottolenghi received a Bachelor of Arts & Sciences in History from Duke University and a Master of Business Administration in Decision Information Analysis and Information Technology Strategy from Goizueta Business School at Emory University. We believe that Mr. Ottolenghi’s extensive industry experience makes him well qualified to serve as a member of our board of directors.Number and Terms of Office of Officers and DirectorsOur 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 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. The term of office of the first class of directors, consisting of Brett Calapp, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Les Ottolenghi and Melissa Blau, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Paul Martino and David VanEgmond, 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.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 will be authorized to appoint persons to the offices as 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 chairmen of the board, chief executive officers, a president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.Director IndependenceNasdaq 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 which in the opinion of the company’s board of directors, would interfere with 120 TABLE OF CONTENTSthe director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Brett Calapp, Melissa Blau and Les Ottolenghi are “independent directors” as defined in the Nasdaq 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 CompensationNone of our executive officers or directors has received any cash compensation for services rendered to us. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination. In the future, we may decide to compensate our executive officers and other employees. 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 related to identifying, investigating, negotiating and completing 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 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 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, 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 remain directors or 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 DirectorsOur board of directors will have one standing committee, an audit committee. Because we will be a “controlled company” under applicable Nasdaq rules, we are not required to have a compensation committee composed of independent directors. See “Risk Factors — We will be a ‘controlled company’ within the meaning of Nasdaq rules and intend to rely on exemptions from certain corporate governance requirements.” Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. The audit committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The form of the audit committee’s charter is filed as an exhibit to the registration statement of which this prospectus forms a part.Audit CommitteeUpon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Melissa Blau, Brett Calapp and Les Ottolenghi will serve as members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the exception described below. Melissa Blau, Brett Calapp and Les Ottolenghi are independent. 121 TABLE OF CONTENTSMelissa Blau will serve as the Chairman of the audit committee. Each member of the audit committee is financially literate, and our board of directors has determined that Melissa Blau, Brett Calapp and Les Ottolenghi each qualifies as an “audit committee financial expert” as defined in applicable SEC rules. The primary purposes of our audit committee are to assist the board’s oversight of:•the integrity of our financial statements;•our compliance with legal and regulatory requirements;•the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;•our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures; and•the performance of our internal audit function.The audit committee will be governed by a charter that complies with Nasdaq rules.Director NominationsWe do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and the ability to represent the best interests of our shareholders.Compensation Committee Interlocks and Insider ParticipationNone of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.Code of EthicsUpon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us and will be posted on our website. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.Conflicts of InterestUnder Cayman Islands law, directors and officers owe the following fiduciary duties:•duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;•duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;•directors should not improperly fetter the exercise of future discretion;•duty to exercise powers fairly as between different sections of shareholders;•duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and122 TABLE OF CONTENTS•duty to exercise independent judgment.In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary and contractual duties to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he has then-current fiduciary or contrac