Our officers, directors and director nominees are as follows: Name ​ ​ Age ​ ​ Position ​ Todd L. Boehly ​ ​ 46 ​ ​ Chief Executive Officer, Chief Financial Officer and Director ​ Jason Robins ​ ​ 39 ​ ​ Director Nominee ​ Asif Satchu ​ ​ 49 ​ ​ Director Nominee ​ Modi Wiczyk ​ ​ 48 ​ ​ Director Nominee ​ Carlton McMillen ​ ​ 35 ​ ​ Vice President ​ Robert Ott ​ ​ 34 ​ ​ Vice President ​ Todd L. Boehly, 46, has been our Chief Executive Officer, Chief Financial Officer and Director since August 2020. Mr. Boehly is also Chief Executive Officer, Chief Financial Officer and Director of HAC (NYSE: HACZ), a blank check company co-founded by an affiliate of our sponsor and formed for substantially similar purposes as our company, which has not yet announced or completed its initial business combination. HAC sold 54.4 million units in its initial public offering, generating gross proceeds of $544 million. Mr. Boehly is the Co-founder, Chairman and Chief Executive Officer of Eldridge, a holding company with a unique network of businesses across finance, technology, real estate and entertainment. Prior to founding Eldridge in 2015, Mr. Boehly worked at Guggenheim Partners, the global asset manager, from 2002 to 2015, and was President of Guggenheim Partners from 2011 to 2015. Mr. Boehly is a Board member of Kennedy-Wilson. Mr. Boehly received his B.B.A. from the College of William & Mary in 1996. He has also studied at the London School of Economics. We believe Mr. Boehly’s qualifications to serve on our board of directors include his substantial experience building and managing businesses, his long-standing track record in identifying differentiated ideas, and unlocking value that will deliver access to a broad spectrum of potential acquisition opportunities. Jason Robins, 39, is a director nominee. Mr. Robins is the co-Founder, Chairman and Chief Executive Officer of DraftKings. Mr. Robins co-founded DraftKings in December 2011 and has been DraftKings’ Chief Executive Officer since inception. Mr. Robins oversees the company's strategy and operations, while also driving funding and partnerships. He has built a reputation for expanding DraftKings’ reach across numerous platforms through wide-ranging, forward-thinking partnerships. Under his leadership, DraftKings became the first DFS company to partner with Major League Baseball in 2013. Mr. Robins led efforts at DraftKings to work with policy makers and regulators to pass fantasy sports, sports betting and iGaming legislation. Mr. Robins attended Duke University, where he received his B.S. in Economics and Computer Science. We believe that Mr. Robins’ qualifications to serve on our board of directors includes his experience in the media and entertainment industry, including overseeing DraftKings’ strategy and operations while also driving funding and significant partnerships, including with Major League Baseball, his previous experience with a special purpose acquisition corporation’s business combination and his leadership with policy makers and regulators to pass fantasy sports, sports betting and iGaming legislation. Asif Satchu, 49, is a director nominee. Mr. Satchu is co-founder and co-Chief Executive Officer of MRC (formerly known as Valence Media) along with Mr. Wiczyk, beginning in 2018. Prior to the formation of MRC, Mr. Satchu co-founded the film and television studio, MRC Studios, with Mr. Wiczyk in 2006. Previously, Mr. Satchu built StorageNow, which became one of Canada’s largest self-storage companies prior to being sold to InStorage REIT. He also founded and led SupplierMarket, a supply chain software company which was sold to Ariba Inc. for $924 million. Mr. Satchu was an investment professional at hedge fund Tiger Management Company, private equity fund Westbrook Partners, and Morgan Stanley. He is a graduate of McGill University and Harvard Business School. We believe Mr. Satchu’s qualifications to serve on our board include his substantial experience in building and managing businesses, including those in the entertainment, film and television industries. 111 TABLE OF CONTENTS Mordecai (Modi) Wiczyk, 48, is a director nominee. Mr. Wiczyk is co-founder and co-Chief Executive Officer of MRC along with Mr. Satchu, beginning in 2018. Prior to the formation of MRC, Mr. Wiczyk co-founded the film and television studio, MRC Studios with Mr. Satchu in 2006. Previously, Mr. Wiczyk was a Partner at the Endeavor Agency and headed production at Summit Entertainment. He is a graduate of Harvard College and Harvard Business School. We believe Mr. Wiczyk’s qualifications to serve on our board include his substantial experience in building and managing businesses in the entertainment industry and his deep knowledge of entertainment production. Carlton McMillen, 35, has served as Vice President since September 2020. Mr. McMillen is a Vice President, Corporate Development at MRC. Mr. McMillen has been with MRC since its founding in January 2018, where he has led efforts on acquisitions, investments, equity and debt capital raises, corporate finance, and special projects. He previously served as an investment professional for Eldridge Industries from 2014 to 2017 and Guggenheim Partners from 2009 to 2013, where he was involved in investments in private equity, venture equity, and corporate credit across a spectrum of industries. Prior to Guggenheim Partners, Mr. McMillen was an investment banker at Guggenheim Securities and Merrill Lynch from 2007 to 2009. He earned a B.S. in Finance and a B.S. in Accountancy from the University of Illinois at Urbana-Champaign. Robert Ott, 34, has served as Vice President since August 2020. Mr. Ott is also Vice President of HAC. Mr. Ott is a Senior Director at Eldridge Industries. Mr. Ott has been with Eldridge since its inception in 2015, where he has worked as in-house counsel focusing on negotiating and structuring transactions across the firm’s investment platform. Mr. Ott currently serves on the Board of Directors of Maranon Capital. Prior to joining Eldridge, Mr. Ott worked as in-house counsel for the investment management business at Guggenheim Partners from 2011 to 2014. He earned his B.S. in Finance from the University of Maryland and his J.D. from William & Mary Law School. Mr. Ott is also a CFA charterholder. Number and Terms of Office of Officers and Directors Our board of directors consists of      members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors elected 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 general meeting until one year after our first fiscal year end following our listing on NYSE. The term of office of the first class of directors, consisting of      , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of           and      , will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Todd Boehly and      , will expire at the third annual general meeting. 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 amended and restated memorandum and articles of association. Director Independence The rules of the NYSE 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 who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). 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 rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that each of      ,           and           is an “independent director” 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. Officer and Director Compensation None of our 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 112 TABLE OF CONTENTS of our initial business combination and our liquidation, we will pay our sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, 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 by us to our sponsor, 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 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, 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 shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial 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 initial 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 after the completion of our initial business combination 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 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 officers and directors that provide for benefits upon termination of employment. 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. Both our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of NYSE 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 rules of NYSE 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.      ,           and           will serve as members of our audit committee, and           will chair the audit committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, 113 TABLE OF CONTENTS all of whom must be independent. Each of      ,           and           meet the independent director standard under NYSE listing standards and under Rule 10A-3(b)(1) of the Exchange Act. 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. 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 function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ​ • pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the registered public accounting firm have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent registered public accounting firm; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ​ • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors.      ,           and           will serve as members of our compensation committee. Under the NYSE listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.      ,           and           are independent and           will chair the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and principal functions of the compensation committee, including: 114 TABLE OF CONTENTS • reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ​ • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other 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 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. ​ Notwithstanding the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support services and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consumma