Our officers, directors and director nominees are as follows: Name​​Age ​​PositionSteven Orbuch​​55​​Chief Executive Officer, DirectorNicholas Hecker​​45​​Chief Investment OfficerDava Ritchea​​37​​Chief Financial OfficerJames Levin​​38​​Chairman, DirectorWayne Cohen​​46​​DirectorKristi Jackson​​53​​Independent Director NomineeCharmel Maynard​​36​​Independent Director NomineeAdam Rosenberg​​53​​Independent Director NomineeIvy Zelman​​55​​Independent Director NomineeSteven Orbuch, our Chief Executive Officer and director on our board of directors, is the Founder and President of Sculptor Real Estate at Sculptor Capital. He is also an Executive Managing Director and a member of the Firm’s Partner Management Committee. In this role, Mr. Orbuch oversees the Firm’s global real estate activities and dedicated team, including acquisitions, asset management and dispositions, investing across the capital structure spectrum in both opportunistic equity and credit strategies. Prior to forming Sculptor Real Estate in 2003, Mr. Orbuch was a Managing Director with Blackstone Real Estate Advisors (“Blackstone”), where he participated in the sourcing, acquisition and financing of over $2 billion of commercial properties across multiple product types and geographic locations. Prior to joining Blackstone in 1995, Mr. Orbuch was an Associate in the Real Estate Department at Goldman Sachs & Co. Prior to joining Goldman Sachs & Co., Mr. Orbuch was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he specialized in corporate and partnership taxation. Mr. Orbuch graduated summa cum laude from the University of Pennsylvania and received his Juris Doctor from Columbia University, where he was a Stone Scholar.Nicholas Hecker, our Chief Investment Officer, is an Executive Managing Director and Chief Investment Officer of Sculptor Real Estate, where he is involved in all aspects of Sculptor Real Estate’s business, including acquisitions, asset management and fundraising. Throughout his tenure at Sculptor Real Estate, Mr. Hecker has worked on complex equity and debt investments, completing investments across a large number of different real estate asset classes. Mr. Hecker focuses on both traditional real estate sectors, and certain niche asset classes, including developing Sculptor Real Estate’s gaming, resort and cell towers strategies. Prior to joining Sculptor Real Estate in 2006, Mr. Hecker was a member of the Real Estate Group of the Investment Banking Division of Goldman Sachs & Co. Prior to that, Mr. Hecker practiced corporate and securities law at Sullivan & Cromwell. Mr. Hecker graduated cum laude from Harvard Law School where he received a Juris Doctor and graduated phi beta kappa and magna cum laude from Brown University where he received a Bachelor of Arts in Economics and Political Science.Dava Ritchea, our Chief Financial Officer, is Chief Financial Officer of Sculptor Capital and a member of the Firm’s Partner Management Committee. In her role, Ms. Ritchea oversees all aspects of Accounting, Tax, Treasury, Financial Operations, Internal Audit and Shareholder Services at Sculptor Capital. Prior to joining Sculptor Capital in 2021, Ms. Ritchea served in different roles at Assured Investment Management (formerly known as BlueMountain Capital Management) from 2013 to 2020, most recently as Chief Financial Officer. Prior to joining Assured Investment Management in 2013, Ms. Ritchea worked at Barclays Capital, Credit Suisse and Lehman Brothers in several investment banking and strategy roles. Ms. Ritchea received a B.S. in Business Administration with a minor in Mathematics from Carnegie Mellon University.James Levin, the Chairman of our board of directors, is the Chief Investment Officer and Chief Executive Officer of Sculptor Capital and a member of Sculptor Capital’s Board of Directors. Mr. Levin joined Sculptor in 2006 and is the Chairperson of the Firm’s Portfolio Committee, the Chairperson of the Partner Management Committee and a member of the private investment committees. In his role, Mr. Levin oversees all aspects of the Firm’s investment portfolios including capital allocation across investment 137 TABLE OF CONTENTSstrategies and geographies, as well as driving our business strategy and making key operating decisions. Mr. Levin has served on the Board of the East Harlem Tutorial Program since 2020. Mr. Levin holds a Bachelor of Arts in Computer Science from Harvard University. We believe Mr. Levin is well-qualified to serve as Chairman and a member of our board of directors due to his extensive industry experience and understanding of different investment strategies.Wayne Cohen, a director on our board of directors, is President and Chief Operating Officer for Sculptor. Mr. Cohen joined Sculptor in 2005, has been an Executive Managing Director since 2010 and is a member of the Partner Management Committee. Mr. Cohen is primarily responsible for helping shape Sculptor’s strategy, in addition to having a broad scope of responsibility managing day-to-day operations and overseeing its investor relations and non-investment functions. Mr. Cohen holds a B.A. in International Relations from Tulane University (magna cum laude) and a J.D. from New York University School of Law.We believe Mr. Cohen is well-qualified to serve as a member of our board of directors due to his extensive management and operational experience.Kristi Jackson is expected to serve as a director on our board of directors. Since 2009, Ms. Jackson has served as co-founder and Chairman of TFA Capital Partners, an investment bank and finance company serving the needs of Native American Tribes. From 1995 to 2009, Ms. Jackson served as a Managing Director at Banc of America Securities, leading the Tribal finance effort on the bank’s investment banking platform. Ms. Jackson is a member of the Corporate Board of Advisors for the Native American Finance Officers Association and has been a member of the Advisory Board for the Global Gaming Expo (G2E) industry conference. Ms. Jackson received a bachelor’s degree in economics and mathematics from the University of California at Irvine and an MBA from the Anderson School at UCLA. Ms. Jackson holds FINRA series 7, 24 and 63 securities licenses. We believe Ms. Jackson’s extensive background in finance, business and the Tribal community makes her well qualified to be a member of our board of directors.Charmel Maynard is expected to serve as a director on our board of directors. Since 2016, Mr. Maynard has served as Associate Vice President, Chief Investment Officer, and Treasurer for the University of Miami, where he leads the University’s efforts to invest assets, including endowment and pension funds, and is responsible for the University’s capital structure, treasury and cash management. From 2006 to 2016, Mr. Maynard was a Vice President in JP Morgan’s investment banking division, where he advised clients on capital structure solutions, deal structuring, and execution of syndicated revolving credit facilities, institutional term loans, and bond issuances. Mr. Maynard has served as a Director and Chair of the Budget Committee of the Mead Art Museum Advisory Board since 2019, the Landed Board of Directors since 2021, the Catalyst Miami Board of Directors as a member of the Finance Committee since 2020, the Knight Community Advisory Committee since 2018 and the Black Angels Miami Board since 2019. Mr. Maynard holds a Bachelor of Arts in political science from Amherst College.We believe Mr. Maynard’s extensive background in finance and business makes him well qualified to be a member of our board of directors.Adam Rosenberg is expected to serve as a director on our board of directors. Mr. Rosenberg is currently a Senior Advisor to Blackstone regarding the Gaming and Leisure sector. Mr. Rosenberg is also currently Special Advisor to GameCo, LLC, a gaming technology company focused on video game gambling, where he is a Board Observer and previously served as President and Chief Executive Officer. From 2014 to 2021, Mr. Rosenberg was Managing Director and Global Head of Gaming & Leisure at Fortress Investment Group, an alternative asset manager that has extensive experience making private equity investments into, lending to and owning casinos, slot routes, slot machine manufacturers, lottery providers, internet gaming companies and other gaming and gaming technology-related businesses in the United States and around the world. From 1998 to 2014, Mr. Rosenberg held various investment banking positions at Goldman Sachs & Co., most recently as Managing Director and Global Head of Gaming where he advised casino operator, gaming technology and equipment manufacturer clients. From 1993 to 1997, Mr. Rosenberg practiced product liability and intellectual property law at Skadden Arps. Mr. Rosenberg currently serves on the Advisory Board of the Harvard Association for Law and Business 138 TABLE OF CONTENTSand is a Member of the Harvard Alumni Real Estate Board. Mr. Rosenberg previously served as a Board Member of the American Gaming Association from 2011 to 2012, on the Conference Advisory Boards for Global Gaming Expo (G2E) Las Vegas and Global Gaming Expo (G2E) Macau and on the Advisory Board for the Global Internet Gaming Summit and Expo (GiGse). Mr. Rosenberg graduated magna cum laude from Harvard Law School where he received a Juris Doctor, and graduated phi beta kappa and magna cum laude from the University of Pennsylvania where he received a Bachelor of Arts in Economics and Philosophy of Science. We believe Mr. Rosenberg’s extensive background in finance, business, gaming and leisure makes him well qualified to be a member of our board of directors.Ivy Zelman is expected to serve as a director on our board of directors. Ms. Zelman is Executive Vice President, Research and Securities of WDIB, LLC dba Zelman & Associates, a Walker & Dunlop Company, a research and investment banking firm for housing and housing-related industries, serving institutional and private equity investors and corporate executives from the homebuilding, building products, real estate, mortgage finance and rental sectors. Ms. Zelman founded Zelman & Associates in 2007, which was recently acquired by Walker & Dunlop resulting in the new JV entity, WDIB, LLC. Ms. Zelman holds a minority interest in WDIB, LLC. Prior to founding Zelman & Associates in 2007, Ms. Zelman served as a Managing Director at Credit Suisse First Boston from 1998 to 2007, where she focused on housing-related research. From 1990 to 1997, Ms. Zelman was an equity research analyst at Salomon Brothers. Beginning in 2021, Ms. Zelman has served as a member of the board of directors of Park River Parent L.P., a portfolio company that holds two building product companies. Ms. Zelman received a bachelor’s degree from George Mason University.We believe Ms. Zelman’s extensive background in finance, business and housing makes her well qualified to be a member of our board of directors.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. 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 Steven Orbuch, and Adam Rosenberg will expire at our first annual general meeting. The term of office of the second class of directors, consisting of James Levin and Ivy Zelman will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Wayne Cohen, Kristi Jackson and Charmel Maynard, 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 by way of ordinary resolution. 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 by way of ordinary resolution. 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 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 The NYSE 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 139 TABLE OF CONTENTSor 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 NYSE 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 Section 303A of the NYSE Listed Company Manual. Our board of directors has determined that Adam Rosenberg, Charmel Maynard, Ivy Zelman and Kristi Jackson 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 has 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 initial 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. Committees of the Board of DirectorsUpon 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. 140 TABLE OF CONTENTSAudit 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. Adam Rosenberg, Kristi Jackson and Charmel Maynard will serve as members of our audit committee. Our board of directors has determined that each of Adam Rosenberg, Kristi Jackson and Charmel Maynard are independent under the NYSE listing standards and applicable SEC rules. Adam Rosenberg 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 Adam Rosenberg and Charmel Maynard qualify 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 f