Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Holly Gagnon ​ ​ 57 ​ ​ Co-Chief Executive Officer and Chairperson ​ Philip Kaplan ​ ​ 54 ​ ​ Co-Chief Executive Officer and President ​ Thomas Granite ​ ​ 45 ​ ​ Chief Financial Officer, Treasurer and Secretary ​ Scott Shulak ​ ​ 34 ​ ​ Senior Vice President, Acquisitions and Accounting ​ Matthew Anfinson ​ ​ 41 ​ ​ Director Nominee ​ Rodney Butler ​ ​ 44 ​ ​ Director Nominee ​ Anna Massion ​ ​ 42 ​ ​ Director Nominee ​ Andro Nodarse-León ​ ​ 43 ​ ​ Director Nominee ​ Leonard Wanger ​ ​ 55 ​ ​ Director Nominee ​ Holly Gagnon serves as our Co-Chief Executive Officer and Chairperson. From 2017 to 2020, Ms. Gagnon served as Chief Executive Officer of Seneca Gaming Corporation, which manages the gaming operations of the Seneca Nation of Indians. Prior to this, she served as Chief Executive Officer for Chumash Enterprises for the Santa Ynez Band of Chumash Indians from 2015 to 2017. Before joining Chumash Enterprises, Ms. Gagnon served as the President and Chief Executive Officer of Pearl River Resort from 2012 to 2015 and, prior to this, in a number of key financial and operational roles with Caesars Entertainment Corporation, MGM Resorts International and Harrah’s Entertainment Inc. Ms. Gannon serves as a board member of GameWorks, Inc. In addition, she is a founding board member of Global Gaming Women Charitable Education Fund and a Distinguished Fellow for the International Gaming Institute at the University of Nevada, Las Vegas. Ms. Gagnon holds a B.S. in Accounting from Bentley University in Massachusetts and an MBA from Chaminade University of Honolulu. Ms. Gagnon’s qualifications to serve on our board of directors include her significant leadership experience in the gaming industry. Philip Kaplan serves as our Co-Chief Executive Officer and President. In addition, Mr. Kaplan serves as the Chairman and Chief Executive Officer of GameWorks, Inc., which operates a chain of entertainment venues focusing on video gaming, since 2018 and as Managing Partner of April Mountain Properties, LLC since 2013. From 2010 to 2013, Mr. Kaplan was the Chief Executive Officer and board member at dbtech, a private equity-held a provider of healthcare workflow automation solutions. Mr. Kaplan served as Chief Operating Officer and board member of Quality Systems, Inc. from 2008 to 2010 and as President, Chief Operating Officer and board member at VitalStream Holdings, Inc. from 2000 to 2008. Mr. Kaplan holds a B.A. in Economics from University of California, Davis. Thomas Granite serves as our Chief Financial Officer and Secretary. In addition, Mr. Granite serves as Chief Executive Officer of Azoria Foods. From 2019 to 2020, he served as Chief Financial Officer of Maverick Gaming LLC, a casino operator. Prior to this, Mr. Granite worked at Jefferies Financial Group from 2010 to 2019, most recently serving as Managing Director in the Real Estate, Gaming and Lodging Investment Banking group, where he worked with clients across the gaming industry, and served at Merrill Lynch as Director of Gaming, Leisure, and Transportation Investment Banking from 2005 to 2009. Mr. Granite holds a B.A. in Art History from Bucknell University and an MBA from Columbia Business School. Scott Shulak serves as our Senior Vice President. Mr. Shulak is the owner and Managing Member of Keyport Solutions. From 2019 to 2020, he served as Senior Vice President Corporate Accounting at Maverick Gaming LLC. Prior to this, Mr. Shulak served as Vice President and Chief Accounting Officer at Cannae Holdings, Inc. from 2018 to 2019 and as auditor at Deloitte & Touche from 2012 to 2018. Prior to joining Deloitte & Touche, Mr. Shulak was an auditor with KPMG from 2010 to 2012. Mr. Shulak is a licensed certified public accountant and holds a B.S. in Finance and Accounting from Florida State University. Matthew Anfinson will serve on our board of directors following the completion of this offering. Mr. Anfinson served as the Chief Operating Officer of Great Canadian Gaming Corporation, the largest 112 TABLE OF CONTENTS gaming company in Canada, from 2019 to 2020. Prior to this, Mr. Anfinson held various operational, finance and marketing roles during a 15-year career at Caesars Entertainment Corporation, most recently as Corporate Senior Vice President of Operations from 2016 to 2019. Mr. Anfinson holds a B.A. in Finance from Wartburg College and an MBA from the Tippie School of Management at University of Iowa. Mr. Anfinson’s qualifications to serve on our board of directors include his extensive experience in the operations finance, marketing and development within the gaming market. Rodney Butler will serve on our board of directors following the completion of this offering. Mr. Butler serves as the Chairman of the Mashantucket Pequot Tribal Nation, a position he has held since 2010. Simultaneously, he served as the Interim Chief Executive Officer for Foxwoods Resort Casino from June 2018 to August 2019. Mr. Butler was also the Chairman of the Tribal Business Advisory Board, an executive body responsible for overseeing non-gaming businesses and commercial properties of the Mashantucket Pequot Tribal Nation from 2001 to 2004. Mr. Butler serves on the board of trustees for Roger Williams University and as a member of the board of directors for the Mystic Aquarium. Mr. Butler holds a B.S. in Finance from the University of Connecticut. Mr. Butler’s qualifications to serve on our board of directors include his significant experience in the gaming industry, along with extensive experience in government relations at both the state and national level. Anna Massion will serve on our board of directors following the completion of this offering. Ms. Massion currently serves as Independent Non-Executive Director at Playtech plc, a gambling software development company, and PlayAGS, Inc., a company that develops and manufactures casino games, systems and technology. From 2014 to 2019, she served as Senior Analyst at PAR Capital Management Inc. Prior to this, Ms. Massion served as Director of Gaming, Lodging and Leisure Research at Hedgeye Risk Management, LLC from 2008 to 2014 and as Vice President and Senior Research Analyst at Marathon Asset Management in 2008. Ms. Massion holds a B.S in Finance and an MBA from the Wharton School at the University of Pennsylvania. Ms. Massion’s qualifications to serve on our board of directors include her extensive professional experience as an investment and finance professional with deep experience in the gaming and hospitality sectors. Andro Nodarse-León will serve on our board of directors following the completion of this offering. Mr. Nodarse-León currently serves as the Chief Executive Officer of LionGrove LLC, a hospitality investment firm that he founded in 2018. From 2005 to 2018, Mr. Nodarse-León served as the Co-Founder and Managing Partner of Leon, Mayer & Co., a Miami and New York City based private equity and investment banking firm that he co-founded in 2005. From 2012 to 2018, Mr. Nodarse-León co-founded Leon, Mayer & Co.’s first private equity platform, Endeavor Schools, where he led financing efforts, investment activities, operational oversight and optimization. Mr. Nodarse-León holds a B.S. in Economics and a B.S.E. in Systems Engineering from the University of Pennsylvania. Mr. Nodarse-León’s qualifications to serve on our board of directors include his significant professional investment experience with acquisition and financing transactions across multiple sectors, including hospitality and entertainment. Leonard Wanger will serve on our board of directors following the completion of this offering. Mr. Wanger currently serves as a Managing Partner at Deer Valley Ventures, LLC, a financing firm. He has served as the Chief Technology Manager at Impossible Objects, Inc., an industrial 3D printer manufacturer, from 2017 to present and as a technology sector analyst and portfolio manager of the William Harris Technology Fund, an equity hedge fund he founded, from 2002 to 2013. Prior to this, Mr. Wanger founded or co-founded several technology companies. He serves as a director of the Acorn Foundation, as a member of the Museum of Science and Industry Presidents Counsel and as an advisor to the Fab Foundation. Mr. Wanger holds a B.S. in Computer Science from University of Iowa and an M.S. in Computer Graphics from Cornell University. Mr. Wanger’s qualifications to serve on our board of directors include his extensive experience as an investor and advisor with both private and public companies. Number and Terms of Office of Officers and Directors Our board of directors consists of six members and is divided into three classes with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq 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 Nasdaq. The term of office of the first class of directors, consisting of Mr. Anfinson 113 TABLE OF CONTENTS and Mr. Butler, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ms. Massion and Mr. Nodarse-León, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Ms. Gagnon and Mr. Wanger, will expire at the third annual meeting of stockholders. 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 officers as it deems appropriate pursuant to our second amended and restated certificate of incorporation. Director Independence The Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. Our board of directors has determined that five 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 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 Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. In addition, our sponsor, executive officers and directors, 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 to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from 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 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 stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders 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. 114 TABLE OF CONTENTS Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq 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 Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. 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. Mr. Anfinson, Ms. Massion and Mr. Nodarse-León 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. Mr. Anfinson, Ms. Massion and Mr. Nodarse-León are independent. Ms. Massion will serve as the chairperson of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Ms. Massion qualifies 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 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; ​ • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ​ • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ​ • monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and ​ • reviewing and approving all payments made to our existing stockholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Mr. Anfinson, Mr. Butler and Mr. Wanger, and Mr. Butler will serve as chairman of the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: 115 TABLE OF CONTENTS We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co- Chief Executive Officers’ compensation evaluating our Co-Chief Executive Officers’ performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chief Executive Officers based on such evaluation; ​ • reviewing and approving the compensation of all of our other Section 16 executive officers; ​ • reviewing our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ​ • producing a report on executive compensation to be included in our annual proxy statement; and ​ • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, bef