Our officers, directors and director nominees are as follows: Name Age Position David O’Connor 62 Director and Chairman of the Board Theo Epstein 47 Director and Chief Executive Officer Ian Charles 43 Director John Vedro 45 Chief Financial Officer Tomago Collins 49 Director Nominee Xavier Gutierrez 47 Director Nominee Meredith McPherron 53 Director Nominee Jared Smith 43 Director Nominee David “Doc” O’Connor, who will become the Chairman of our board of directors in connection with this offering, is a Managing Partner at Arctos Sports Partners and a leader in the sports, media, and entertainment industry with over 35 years of experience launching, growing and reinventing sector leading companies. Mr. O’Connor graduated with a BA from Dartmouth College in 1980 and began his career at Creative Artists Agency, where he represented a notable array of entertainment icons such as Sean Connery, Eddie Murphy, Michael Douglas, Bruce Willis and Lorne Michaels. Following three decades of success leading the growth and expansion of CAA, in 2015, Mr. O’Connor was hired as President and Chief Executive Officer by The Madison Square Garden Company, taking over a portfolio of sports, media, and entertainment assets that included Madison Square Garden, the New York Knicks (NBA), the New York Rangers (NHL), Radio City Music Hall, the Forum and a number of other entertainment properties. In 2017, he led the successful spin-off of MSG Networks. In 2019, Mr. O’Connor joined Arctos Sports Partners as a Managing Partner, where he directs the firm’s investment strategy, firm governance and investor relations. Mr. O’Connor is also a founding advisor, investor and board member of the Premiere Lacrosse League, a professional outdoor lacrosse league launched in June 2019. We believe Mr. O’Connor’s qualifications to serve on our board of directors include his extensive investment and management experience across the sports, media and entertainment industries. Theo Epstein, a director and our Chief Executive Officer, is a renowned figure in professional sports, recognized for his ability to turn around underperforming teams and achieve sustained success and championships. Mr. Epstein began his career as a three-time summer intern with the Baltimore Orioles while an undergraduate student at Yale University. Thereafter, Mr. Epstein joined the San Diego Padres’ Communication department in 1995 and transitioned to Baseball Operations in 1997. During his time with the Padres, Mr. Epstein also earned his law degree from the University of San Diego and rose to the position of Director of Baseball Operations. In March 2002, Mr. Epstein joined the Boston Red Sox, where at the end of the 2002 season, he was named General Manager, the youngest general manager in professional baseball history at age 28. As General Manager, Mr. Epstein championed a data-driven approach used throughout the franchise, including to evaluate needs and identify attractive player targets. By 2004, he had assembled a Boston Red Sox team that broke the club’s World Series drought and won again in 2007. In 2011, Mr. Epstein left the Boston Red Sox for, the Chicago Cubs. Following three rebuilding seasons (2012-2014), Mr. Epstein led the Chicago Cubs to five postseason appearances in six seasons (2015-2020), including three consecutive National League Championship Series (2015-2017) and a World Series title (2016), breaking a drought that had hung over the club for over 100 years. Based on Mr. Epstein’s experience as an executive and manager of multiple major league sports franchises we believe he is qualified to serve on our board of directors. Ian Charles, a director of the company, is the Founder and Managing Partner at Arctos Sports Partners. In addition to his investment responsibilities, Mr. Charles directs the firm’s investment strategy, firm governance and investor relations. Prior to the formation of Arctos Sports Partners, Mr. Charles served as a member of the private equity and infrastructure investment committees and Partner at Landmark Partners, a leader in the global private equity, real estate and infrastructure secondary markets from 2006 to 2019. At Landmark Partners, 125 Table of Contents Mr. Charles helped design and execute the firm’s private equity strategy; helped build the firm’s quantitative research group; sourced and structured large, innovative liquidity transactions across the firm’s investment verticals; developed and presented the firm’s views on the macro environment and alternative asset classes at a wide range of industry conferences; and helped create the firm’s innovative preferred equity investment strategy. During his time at Landmark Partners, Mr. Charles was part of a team that sourced and oversaw transactions representing more than $10 billion in aggregate transaction value. Prior to joining Landmark Partners, Mr. Charles was a co-founder of Cogent Partners, an early secondary market sell-side advisor. Cogent Partners, which was acquired by Greenhill & Co., is recognized for its impact in the private equity secondary market by providing institutional-grade advisory services to sellers and providing a consistent source of deal flow for existing, new and non-traditional secondary buyers. Prior to co-founding Cogent Partners, he was part of an investment team executing secondary, primary, direct and co-investments that is now part of the Neuberger Berman alternative investments platform. We believe Mr. Charles’ qualifications to serve on our board of directors include his leadership skills on various investment teams, and his ability to source, structure, and drive transactions that generate strong returns. John Vedro, our Chief Financial Officer, is the Chief Financial Officer and Chief Compliance Officer at Arctos Sports Partners. Mr. Vedro is responsible for all financial aspects of the firm and its affiliates, including oversight and management of all compliance and regulatory functions for Arctos Sports Partners and its funds. Prior to the formation of Arctos Sports Partners in 2019, Mr. Vedro was Chief Financial Officer and Chief Compliance Officer at Gauge Capital, a middle-market private equity firm based in Dallas, from 2014 to 2019. Mr. Vedro was one of the early hires at Gauge and played a key role in developing and implementing systems related to the firm’s finance and compliance functions. Mr. Vedro graduated from Abilene Christian University, where he received a BBA in Accounting and a BBA in Finance, and he is a Certified Public Accountant. Tomago Collins, a director nominee of the company, is the Executive Vice President of Communications and Business Development at Kroenke Sports & Entertainment. Mr. Collins brings more than 25 years’ experience in the sports, entertainment, media, and real estate investment industries. Mr. Collins has worked in the Kroenke organization since 2003 in various senior and advisory roles with sports teams (including the Los Angeles Rams, Arsenal Football Club and Denver Nuggets), sports and entertainment venues (including Ball Arena, SoFi Stadium and Emirates Stadium) and with print, broadcast and digital ventures (including Altitude Sports & Entertainment). Mr. Collins is also significantly involved in the organization’s vineyard interests, U.S. and Canadian ranching operations and commercial real estate ventures. Mr. Collins serves on the Board of the Four Seasons Hotels and Resorts and Republic Services Group, Inc, and was a member of the board of AutoNation, Inc. from 2014 to 2019. He also serves as a board member for the Global Down Syndrome Foundation and is a member of the Yale School of Public Health Leadership Council. Based on Mr. Collins’ depth of experience in the sports, media, entertainment, and real estate investment industries we believe he is qualified to serve on our board of directors. Xavier Gutierrez, a director nominee of the company, has served as President, Chief Executive Officer & Alternate Governor of the Arizona Coyotes Hockey Club since June 2020. The first Latino President & CEO in NHL history, Mr. Gutierrez oversees all business operations, strategic planning, significant organizational decision-making, and government relations for the hockey club. Before joining the Coyotes, from 2017 to 2020, Mr. Gutierrez was a Managing Director at Clearlake Capital Group, where he focused on investments, operations, strategic development, and investor client servicing & outreach and was a member of the Executive and Investment Committees. He continues to be member of Clearlake’s Executive Council, providing strategic counsel to Clearlake and its portfolio companies. Prior to Clearlake, from 2010 to 2017, Mr. Gutierrez served as Chief Investment Officer of Meruelo Group and President & Chief Investment Officer of Meruelo Investment Partners, the firm’s investment affiliate, where he was responsible for deal origination, underwriting, execution, and capital sourcing and led strategic management for over 40 portfolio companies. Prior to Meruelo Group, from 2003 to 2010, Mr. Gutierrez was Principal & Managing Director with Phoenix Realty Group, a national real estate private equity firm. Mr. Gutierrez has also held positions with the law firm Latham & Watkins LLP, investment bank Lehman Brothers, and NFL League Office. Mr. Gutierrez also serves as a board member for Commercial Bank of California, the largest Latino-owned bank in California. He previously served as a voting member of the U.S. SEC Advisory Committee on Small and Emerging Companies and a board member for several organizations, including Sizmek, Inc. and the U.S. Hispanic Chamber of Commerce. Based 126 Table of Contents on Mr. Gutierrez’s experience as an executive in private equity and major-league sports we believe he is qualified to serve on our board of directors. Meredith McPherron, a director nominee of the company, is the Chief Executive Officer and Managing Partner of DRIVE by DraftKings, a multi-stage venture capital firm that invests at the intersection of sports and technology. Prior to DRIVE, from 2018 to 2020, Ms. McPherron served as a Venture Partner with Glasswing Ventures, an early-stage venture capital firm investing in the next generation of AI, cybersecurity and intelligent enterprise startups. In that time, she was an active member of the Launchpad Venture Group and Boston Syndicates. She also previously served as a mentor from 2017 to 2020 for the MIT DesignX accelerator, an Entrepreneur in Residence at the Harvard Innovation Lab, and as an innovation fellow at the Harvard School of Engineering & Applied Sciences. From 2018 to 2020, Ms. McPherron was a board member and close strategic advisor for BFY brands, and helped to architect its growth and sale to PepsiCo in February 2020. Ms. McPherron’s additional extensive board, operating and management consulting tenure includes experience with Direct Hit Technologies (which was later sold to Ask.com), Trip Advisor, Salary.com, Catalyst Online, the Harvard Business School Center for Entrepreneurship and Benchmark Senior Living. Earlier in her career, she held operating positions at Guinness Import Company, General Mills, and Goldman Sachs. Ms. McPherron currently serves on the board of Global Newborn Solutions and the Harvard Varsity Club and was a recent board member at Noble & Greenough School and The Governor’s Academy, where she received Alumna of the Year in 2020. Based on Ms. McPherron’s experiences as an investor within the technology and sports ecosystem we believe she is qualified to serve on our board of directors. Jared Smith, a director nominee of the company, served as President and Global Chairman of Ticketmaster Entertainment, Inc., or Ticketmaster, and Executive Vice President of Live Nation Entertainment, Inc., or Live Nation, from 2013 through 2020, overseeing the live event technology and services platform. Mr. Smith brings over 20 years of live event management, ticketing, and sports business sales and marketing experience to the company. During his career with Ticketmaster and Live Nation, Mr. Smith oversaw the development of key industry advancements including Ticketmaster’s TM+, Presence, SafeTix and Verified Fan products. Previously, Mr. Smith has served Ticketmaster as President of North America and as Chief Operating Officer. Mr. Smith has been honored on Billboard’s Power 100 list in 2020, 2019 and 2017 and has been twice named to both Sports Business Journal and Billboard Magazine’s “40 Under 40” lists in 2014 and 2015. Mr. Smith also serves on the Board of Elevate Sports, a sports and entertainment consulting firm. Based on Mr. Smith’s tenure as an executive in the live event technology and entertainment markets we believe he is qualified to serve on 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 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. The term of office of the first class of directors, consisting of Xavier Gutierrez, Meredith McPherron, and Jared Smith, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Ian Charles and Tomago Collins, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Theo Epstein and David O’Connor, 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 appointed 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. 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. 127 Table of Contents 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 second amended and restated memorandum and articles of association as it deems appropriate. Our second amended and restated memorandum and articles of association will 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 NYSE listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Tomago Collins, Xavier Gutierrez, Meredith McPherron, and Jared Smith are “independent directors” as defined in the NYSE listing standards. 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 have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, 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 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 128 Table of Contents 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 Directors Upon the effectiveness of the registration statement of which this prospectus is 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 th