Our directors, director nominees and officers are as follows: Matthew Davey has been a director and our Chief Executive Officer since August 2020. Mr. Davey has over 25 years of experience within the digital media, sports, entertainment, leisure and gaming ecosystems, as well as experience in the public sector. He is an experienced public company executive officer and board member. He has served in executive management positions across the gaming technology arena. Over the course of Mr. Davey’s career, he oversaw more than ten mergers and acquisitions and over $1.2 billion in debt and equity capital raised to support the companies he has led. Mr. Davey joined Next Gen Gaming, which later became NYX Gaming Group Limited (formerly TSXV:NYX) and later SG Digital, the Digital Division of Scientific Games Corp. (Nasdaq: SGMS), through its purchase of NYX, in 2000 as the Vice President of Technology, was appointed an Executive Director in 2003 and named Chief Executive Officer in 2005, which role he kept until 2018. Mr. Davey oversaw the initial public offering of NYX in 2014. After the public offering, from 2014 to 2018, Mr. Davey oversaw seven acquisitions which helped establish NYX as one of the fastest growing global B2B real-money digital gaming and sports betting platforms. In 2019, Mr. Davey founded Tekkorp Capital, which invests in and provides consulting services for digital sports and gaming industry companies. Mr. Davey is also a director of BetMakers Technology Group (ASX:BET), a digital gaming technology company. Mr. Davey received a Bachelor of Electrical & Electronic Engineering from Northern Territory University, Australia (also known as Charles Darwin University). We believe Mr. Davey’s qualifications to serve on our board of directors include his substantial experience in mergers and acquisitions, strategic business planning and his track record at NYX. Morris Bailey has been the Chairman of our board of directors since August 2020. Over the past 10 years, Mr. Bailey has been a leader in turning around Atlantic City, as well as being among the first gaming executives to embrace online gaming and sports betting in the United States. In 2010, Mr. Bailey bought Resorts Atlantic City and initiated a comprehensive renovation, which allowed for the property to be rebranded and repositioned. In 2012, Mr. Bailey signed an agreement with Mohegan Sun to manage the day-to-day operations of the casino. In 2015, Resorts established a platform to engage in online gaming by partnering with PokerStars, now part of the $24 billion Flutter Entertainment, PLC (LSE: FLTR), to operate an online poker room in Atlantic City. In 2018, Resorts announced deals with $12 billion DraftKings and SBTech to open a sportsbook on-property and online. In addition to his gaming interests, Mr. Bailey has over 50 years of experience in all facets of real estate development, asset M&A, capital markets and operations and is the founder, Chief Executive Officer and Principal of JEMB Realty, a leading real estate development, investment and management organization. Mr. Bailey has notable investment experience within the energy, finance and telecommunications sectors through investments in the Astoria Energy Plant, Basis Investment Group and Xentris Wireless. We believe Mr. Bailey’s qualifications to serve on our board of directors include his substantial experience in the gaming industry, senior management and deal-making. Eric Matejevich has been our Chief Financial Officer since August 2020. In August 2020, he also served as an Executive Vice President. Mr. Matejevich is a seasoned gaming executive with extensive experience in both the online gaming and traditional casino industries. From February to August 2019, he served as Trustee and Interim-Chief Executive Officer of Ocean Casino Resort (“Ocean”) in Atlantic City, where he successfully led the management team through an ownership change and operational turnaround effort. Prior to Ocean, from 2016 to 2018, Mr. Matejevich served as the Chief Financial Officer of NYX. At NYX, he focused his efforts on integrating 112 the company’s many acquisitions and multiple debt refinancings, and was instrumental to the executive team that sold NYX to Scientific Games for $631 million. Prior to NYX, from 2004 to 2014, Mr. Matejevich was the Chief Financial Officer of Resorts International Holdings and from 2011 was also the Chief Operating Officer of the Atlantic Club Casino, a property under the Resorts International Holdings umbrella – a Colony Capital (NYSE: CLNY) entity. Prior to serving in various gaming positions, Mr. Matejevich was a Vice President of High Yield Research for Merrill Lynch, where he managed the corporate bond research effort for the gaming and leisure sectors and marketed high yield and other debt transactions totaling $4.8 billion. Mr. Matejevich received a Bachelor of Science in Economics from The Wharton School and a Bachelor of Arts in International Relations from The College of Arts and Sciences at the University of Pennsylvania. Robin Chhabra has been our President since August 2020. In August 2020, he served as our Executive Vice President, Head of Corporate Strategy. Mr. Chhabra has been at the forefront of corporate acquisition activity within the digital gaming landscape for over a decade. His prior experience includes leading corporate strategy, M&A, and business development at two of the global leaders in the digital gaming industry, The Stars Group and William Hill, and a leading supplier, Inspired Gaming Group (Nasdaq: INSE). Mr. Chhabra served on the Group Executive Committees of each of these companies. From 2010 to 2017, Mr. Chhabra served as the Group Director of Strategy and Corporate Development for William Hill. From 2017 to May 2020, Mr. Chhabra served as Chief Corporate Development Officer at TSG and, from 2019 to August 2020, he also served as the Chief Executive Officer of FOX Bet, a leading U.S. online gaming business which is the product of a landmark partnership between TSG and FOX Sports, a transaction which he led. During that period, Mr. Chhabra led several transactions which transformed TSG into the largest publicly listed online gambling operator in the world by both revenue and market capitalization and the most diversified from a product and geographic perspective with revenues of over $2.5 billion. Mr. Chhabra’s M&A experience is extensive and covers multiple global geographies and all parts of the digital gaming value chain. Prior to working in the gaming sector, Mr. Chhabra was an equities analyst and a management consultant. Mr. Chhabra received a Bachelor of Science in Economics from the London School of Economics and Political Science. Marlon Goldstein will serve as a director following the completion of this offering. Mr. Goldstein was the Executive Vice-President, Chief Legal Officer and Secretary of The Stars Group, Inc. (Nasdaq: TSG)(TSX: TSGI) from January 2014 until his retirement from the company in July 2020 following the merger of TSG with Flutter Entertainment, PLC (LSE: FLTR). Mr. Goldstein also served previously as the Executive Vice-President, Corporate Development and General Counsel of TSG. Prior to joining TSG, Mr. Goldstein was a principal shareholder in the corporate and securities practice at the international law firm of Greenberg Traurig P.A., where he practiced as a lawyer for almost 13 years. Mr. Goldstein’s practice focused on corporate and securities matters, including mergers and acquisitions, securities offerings, and financing transactions. Mr. Goldstein was also the founder and co-chair of the firm’s Gaming Practice, a multi-disciplinary team of attorneys representing owners, operators and developers of gaming facilities, manufacturers and suppliers of gaming devices, investment banks and lenders in financing transactions, and Indian tribes in the development and financing of gaming facilities. Mr. Goldstein received a Bachelor of Business Administration with a concentration in accounting from Emory University and a Juris Doctorate with highest honors from the University of Florida, College of Law. We believe Mr. Goldstein’s qualifications to serve on our board of directors include his substantial experience in the gaming industry and in acquisitions within the gaming industry. Thomas Roche will serve as a director following the completion of this offering. Mr. Roche has more than 40 years of experience in the gaming industry as a regulator, advisor and independent auditor. Mr. Roche joined Ernst & Young as a partner in 2003 until his retirement from the firm in 2019. He opened EY’s Las Vegas office and was subsequently appointed as the Office Managing Partner and Global Gaming Industry Market Leader. In 2016, Mr. Roche relocated to the EY Hong Kong office to supervise the expansion of the EY Global Gaming Industry practice in the Asia Pacific region. Mr. Roche has been integral to numerous transactions that have shaped the current gaming landscape. Prior to joining Ernst & Young, Mr. Roche served as Deloitte's National Gaming Industry Leader and as the co-head of Andersen's Gaming Industry Practice in Las Vegas. In 1989, Roche was appointed by then Governor of the State of Nevada, Robert Miller, to serve as one of three members of the Nevada State Gaming Control Board for a four-year term, where he was directly responsible for the Audit and New Games Lab Divisions. Roche is a member of the Nevada Society of Certified Public Accountants, the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants, and the Institute of Internal Auditors. He received his Bachelor of Science degree in Accounting from the University of Southern California. We believe Mr. Roche’s qualifications to serve on our board of directors include his lengthy and comprehensive experience in accounting and finance in the gaming industry. 113 Tony Rodio will serve as a director following the completion of this offering. With over 40 years of experience in the casino industry, Mr. Rodio was the Chief Executive Officer of Caesars Entertainment Corporation (Nadsaq: CZR) and was also a director of Caesars from April 2019 until its acquisition by Eldorado Resorts, Inc. in July 2020. Prior to Caesars, Mr. Rodio served as Chief Executive Officer of Affinity Gaming from October 2018 to April 2019 and, before leading the Affinity team, Mr. Rodio served as a director, Chief Executive Officer and President of Tropicana Entertainment Inc. (formerly OTCQB: TPCA) for over seven years. Mr. Rodio started his gaming career in 1980 as an accounting clerk and transitioned into the management ranks, holding a succession of executive positions for casino brands including Harrah's Entertainment, Trump Marina Hotel Casino, the Atlantic City Hilton Casino Resort and Penn Gaming. During his tenure, he oversaw the deployment of significant capital investments and dramatically increased the earnings of the enterprise. He has also served on the boards of professional and charitable organizations including Atlantic City Alliance, United Way of Atlantic County, the Casino Associations of New Jersey and Indiana, AtlantiCare Charitable Foundation and the Lloyd D. Levenson Institute of Gaming Hospitality & Tourism. Mr. Rodio received a Bachelor of Science from Rider University and a Master of Business Administration from Monmouth University. We believe Mr. Rodio’s qualifications to serve on our board of directors include his extensive gaming and management experience. Sean Ryan will serve as a director following the completion of this offering. Mr. Ryan is a digital media & technology operator with extensive global experience in online payments, e-commerce, marketplaces, mobile ad networks, digital games, enterprise collaboration platforms, blockchain, real money gaming and online music. Since 2014, Mr. Ryan has been serving as Vice President of Business Platform Partnerships at Facebook, Inc. (Nasdaq: FB), where he leads a more than 500 person global organization that manages the Payments, Commerce, Workplace, Gaming and Audience Network businesses. Prior to his current role, Mr. Ryan was hired in 2011 as the Director of Games Partnerships to lead and grow the Games business at Facebook. Prior to joining Facebook, Mr. Ryan created the new social and mobile games division at News Corp, an American multinational mass media corporation. Mr. Ryan co-founded Twofish in 2009, a virtual goods and services platform that provided developers with data analytics and insights for individual application’s digital economies. From 2005 to 2008, Mr. Ryan founded and led Meez.com, a leading social entertainment service combining avatars, web games and virtual worlds. While at Meez, Mr. Ryan founded SingShot Media, an online karaoke community, which in 2007 was sold to Electronic Arts (Nasdaq: EA) and was merged into its Sims division. Mr. Ryan received a Bachelors of Arts from Columbia University and a Master of Business Administration from the University of California, Los Angeles. We believe that Mr. Ryan’s qualifications to serve on our board of directors include his track record in implementing monetization strategies in digital media and technology. Number, Terms of Office and Appointment of Directors and Officers Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Prior to our initial business combination, holders of our founder shares will have the right to appoint all of our directors and remove members of the board of directors for any reason, and holders of our public shares will not have the right to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Each of our directors will hold office for a two-year term. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). 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 a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors. 114 Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our board has determined that each of Marlon Goldstein, Thomas Roche, Tony Rodio and Sean Ryan is an independent director under applicable SEC rules and the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor a total of $10,000 per month for office space, administrative and support services. Our sponsor, directors and officers, 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 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, directors, officers or our or any of their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, 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 officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Pursuant to Nasdaq listing rules we will establish three standing committees — an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. We do not intend to rely on the phase-in schedules set forth in Nasdaq listing rule 5615(b)(1). 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. The members of our audit committee will be Thomas Roche, Tony Rodio and Marlon Goldstein. Thomas Roche will serve as chairman of the audit committee. 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 and has accounting or related financial management expertise. 115 We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit fun