Our directors, director nominees and officers are as follows: Reginald (Reggie) Fils-Aimé has been the Chairman of our the Board of Directors since formation. Reggie is an award-winning innovator and disrupter most recognized as the former President and Chief Operating Officer of Nintendo of America, the largest division of the Japanese entertainment company Nintendo Co., Ltd. In this capacity, he helped bring the Nintendo DS, the Wii, the Nintendo 3DS, the Wii U and the Nintendo Switch to the global marketplace. Reggie joined Nintendo of America Inc. in December 2003 as Executive Vice President of Sales & Marketing. In May 2006, he was promoted to President and Chief Operating Officer. He ran the day-to-day operations of Nintendo of America and was responsible for all activities for Nintendo in the United States, Canada and Latin America. In 2016, Reggie was appointed to the global Executive Officer committee for Nintendo Co., Ltd. He retired in April 2019 and in October 2019 was inducted into the International Video Game Hall of Fame. Prior to Nintendo, Reggie was an operating executive in the media, consumer packaged goods and durable goods industries. Reggie currently is a non-executive director and member of the audit committee of Spin Master Inc. (TOY.TO) and Brunswick Corp. (BC). He is also a special advisor for Rogue Co., an innovative video games publisher and developer. Reggie graduated from Cornell University’s Dyson undergraduate business school. Clinton Foy has been our Co-Chief Executive Officer and a member of our Board of Directors since formation. Clinton is General Partner of Venture Capital at UTA and has been in this role since April 2021. Clinton leads and co-leads a number of initiatives across the organization including direct investing, venture capital investments, fund development and UTA Venture Capital. Clinton previously worked with Crosscut Ventures (crosscut.vc), a $300 million fund, as a Managing Director and General Partner leading venture capital investments in consumer tech, new platforms, streaming and gaming. While at Crosscut beginning from 2013, Clinton co-founded the top gaming and esports organization, the Immortals and IGC.gg, which owns top esports franchises in Riot Games’ professional esports leagues, Activision Blizzard’s leagues, Counterstrike, and other top esports. He also led investments in a number of top gaming platforms including Streamlabs (acquired by Logitech), Blitz Esports (acquired by Discord), and PlayVS. Prior to Crosscut, Clinton led business, operations, mobile, and corporate development as COO and General Counsel of Square Enix, a $7 billion publicly traded international publisher, developer and multi-media company where he launched Final Fantasy, Dragon Quest, Space Invaders, Kingdom Hearts and Tomb Raider franchises on multiple platforms, PC, and mobile. 123 Clinton is a senior advisor and investor in technology and gaming with Warburg Pincus, a $60 billion private equity and growth fund. Clinton earned a BA from the University of Notre Dame, a JD from the University of Washington School of Law and a MA from Stanford University. Clinton grew up in Anchorage, Alaska and now lives in Los Angeles, California with his family. Jamie Sharp has been our Co-Chief Executive Officer since formation. Jamie was previously a Business Development Manager at Google from September 2015 to June 2021, where he was responsible for partnership strategy and execution in Cloud Gaming across B2B (Google Cloud) and B2C (Stadia). At Google Cloud, Jamie partnered with leading games companies to leverage Google’s Cloud technologies and applications to build, deploy and operate games in Mobile, AAA and Game Engines. At Stadia, Jamie created the New Business Development group, which is responsible for Stadia’s partnerships across Game Engines and Technology, Growth & Distribution, OEM, Venture Capital, Game Porting and Product Partnerships. In this capacity, Jamie has worked deeply with leading games companies globally and secured some of Google’s most critical gaming partnerships and technology investments. Jamie earned a BA from Georgetown University after graduating from Eton College, and resides in Miami, Florida. Ophir Lupu has been our President since formation. Ophir has served as Partner and Head of Video Games at UTA. In his nearly 10 years at UTA, Ophir has directly negotiated and overseen over one billion dollars of transaction value. Under his purview, UTA’s industry leading gaming division represents over 30 of the world’s top game developers and nearly 100 professional esports athletes, content creators, and streamers. The group’s clients include globally successful game creators and development studios including Ken Levine (Bioshock franchise), Moon Studios (Ori and the Will of the Wisps), Playdead (Limbo, Inside), Counterplay Games (Godfall), Glen Schofield (Dead Space franchise, Call of Duty: Modern Warfare 3), and many more. The division also includes UTA’s esports department, which represents some of the top talent in the gaming world, such as Nickmercs, Pokimane, Symfuhny, Valkyrae, Disguised Toast, BrookeAB and Grandmaster Hikaru, among many others. Additionally, Ophir has served as a financial advisor on several high profile M&A deals, most recently brokering the sale of Klei Entertainment to Tencent as well as the sales of Redemption Games (acquired by AppLovin), Midwinter Entertainment (acquired by Improbable), Jolly (acquired by Riot Games) and Big Huge Games (acquired by Nexon). Ophir has also been recognized in various media outlets for his contributions to the gaming industry and was included in Variety’s 2018 List of the 500 Most Influential Business Leaders in Global Media. Ophir earned a BA from The George Washington University and resides in Los Angeles, California with his family. Chris Jefferis has been our Chief Financial Officer since November 2021. Chris is a certified public accountant and has been the Chief Accounting Officer of UTA since May 2021. Prior to joining UTA, Chris was Senior Vice President, Clients Controller of Endeavor (formerly WME | IMG) from November 2015 to May 2021. Chris began his career with Ernst & Young in 1997 and worked in accounting and controller roles in a number of media companies from 2001 to 2015, including Global Eagle Entertainment Inc., ReachLocal and Demand Media. Chris earned a BA in Accounting from Washington State University and resides in Los Angeles, California. Kathy Vrabeck has agreed to serve on our board of directors. Kathy has served as Chief Strategy Officer of The Beachbody Company since April 2021, where she is responsible for prioritizing and driving strategic growth initiatives, human capital allocation, and M&A efforts and integration. Kathy has over two decades of general management experience in consumer package goods and digital entertainment, and a decade of talent acquisition and advisory expertise. Before joining Beachbody, she was a Senior Client Partner in the Los Angeles office of Korn Ferry, a global talent and organizational advisory firm, 124 where she led the Consumer Digital Practice, working closely with consumer and technology clients from October 2015 to April 2021. Prior to that, she was a Partner at Heidrick & Struggles, where she served as Global Sector Leader of their Media, Entertainment and Digital practice and partner-in-charge of the Los Angeles. Kathy has held leadership roles at Legendary Entertainment, where she served as President, Legendary Digital and was responsible for the creation, management and delivery of digital entertainment; at Electronic Arts, Inc., where she served as President, EA Casual Entertainment and led EA’s efforts in the fastest growing segments of the video game market: mobile, online, social networking and global media sales; and at Activision, Inc., where she served as President, Activision Publishing, overseeing Activision’s product development and global brand management and publishing operations. Earlier in her career, Kathy held various marketing, sales and finance positions with ConAgra, The Pillsbury Company, Quaker Oats, and Eli Lilly and Company. She currently serves as Chair of the Board of Directors and Chair of the Nominations & Governance Committee of MediaAlpha (NYSE: MAX). Additionally, Kathy serves as Chair of the Board of Trustees of DePauw University. She graduated with Phi Beta Kappa honors from DePauw University with a bachelor’s degree in French and economics. She received her MBA from the Indiana University Kelley School of Business with concentrations in marketing and finance. Nancy Tellem has agreed to serve on our board of directors. Nancy is the Executive Chairperson of Eko, a media network that reimagines storytelling by using proprietary technology to create interactive stories that respond to and leverage the interactive nature of today’s media devices. In addition, as a board member of Metro-Goldwyn-Mayer Holdings Inc. (“Metro-Goldwyn-Mayer”) since 2013, Nancy expanded her role from January 2019 through July 2019, becoming Executive Director to the Office of the CEO to help develop the overall long-term strategy for the company. Until October of 2014, Nancy was President of Xbox Entertainment Studios where she oversaw Microsoft’s TV strategy and created a studio focused on the development and production of interactive programming. From 1997 to 2012, Nancy was President of the CBS Network Television Entertainment Group. She oversaw both CBS Entertainment Network and CBS Studios. Before CBS, Nancy was the Executive Vice President of Business and Financial Affairs for Warner Bros. Entertainment Inc. where she shepherded such hits as “ER” and “Friends.” In 2006, Nancy was inducted into the Broadcasting & Cable Hall of Fame for her contributions to the electronic arts. Nancy holds board and advisory positions at numerous digital and media-related companies, including Eko, Metro-Goldwyn-Mayer, Nielsen Holdings plc, LeagueApps, Inc., KODE Labs, Inc. and is a board member of Rocket Companies, Inc., Cranbrook Art Academy and Museum, and Seeds of Peace, Inc. Ms. Tellem has also served as a member of the board of directors of Gores Guggenheim, Inc. since March 2021. Nancy earned her B.A. from the University of California Berkeley, and received her J.D. from University of California, Hastings College of Law. Nancy’s significant business and management expertise make her well qualified to serve as a member of our board of directors. Alexis Ohanian has agreed to serve on our board of directors. Alexis Ohanian was born in Brooklyn, NY and grew up in the suburbs of Baltimore, MD. He wrote the national bestselling book, Without Their Permission, and has been a vocal advocate for the open internet, STEM education and paid family leave. Out of college, Alexis co-founded Reddit, one of the largest websites in the U.S., which was funded by Y Combinator in 2005 and sold to Conde Nast in 2006. He returned as executive chairman in 2014 to help lead the turnaround of the now independent company that today is worth over $10 billion. In 2016, he left Reddit to run the venture capital firm he co-founded, Initialized Capital, and built it to $100 billion in market value through early investments in companies like Coinbase, Opendoor, Instacart, Patreon, and Ro. In 2020 he resigned from the Reddit board and left his role at Initialized Capital to launch Seven Seven Six, a new software-enabled venture firm focused on people, culture, and community. Seven Seven Six’s mission is to attract the best founders and generate the greatest returns—and to do it with intention. As an advocate for paid family leave, Alexis has lobbied on Capitol Hill, penned a New York Times opinion piece, and launched the Business Dad podcast where he interviews other fathers about what it means to be a dad in today’s world and how they balance their careers and families. He is also the lead founding investor in the LA-based 125 professional women's soccer team, Angel City Football Club. Alexis has a BA in History and a BS in Commerce from the University of Virginia. 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. Director Independence The Nasdaq listing rules 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 executive 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 rules and applicable SEC rules prior to completion of this offering. Our board has determined that Kathy Vrabeck is an independent director under applicable SEC and Nasdaq rules. 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 respective 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. 126 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 Upon the effective date of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Subject to phase-in rules, the Nasdaq listing 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 the Nasdaq listing rules require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each 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 charter of each committee will be available on our website following the closing of this offering. 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 initial members of our audit committee will be Kathy Vrabeck, who will serve as chairperson of the audit committee, Nancy Tellem and Alexis Ohanian. Our board of directors has determined that each of Ms. Vrabeck, Ms. Tellem and Mr. Ohanian are independent under Nasdaq listing standards and applicable SEC rules. Under Nasdaq 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 Ms. Vrabeck qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: • 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 for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; •