Our officers and directors are as follows: Name Age Position Bradley Tusk 46 Chairman Christian Goode 45 Chief Executive Officer and Director Edward Farrell 56 Chief Financial Officer Abigail May 45 Director Nominee Kenneth Kweku 50 Director Nominee Catharine Dockery 28 Director Nominee Bradley Tusk has served as our Chairman since inception. He is a venture capitalist, political strategist, philanthropist and writer. Since June 2015, he has served as Chief Executive Officer and co-founder of Tusk Ventures, a venture capital fund that invests solely in early stage start-up companies in highly regulated industries. He has served as founder and Chief Executive Officer of Tusk Strategies, a political consulting firm, since 2010. Since 2015, he has served as co-founder and Chairman of Ivory Gaming Group, a casino management company. Mr. Tusk received a B.A. in English from the University of Pennsylvania and a J.D. from the University of Chicago. We believe Mr. Tusk is well-qualified to serve as a member of our board of directors due to his experience in the venture capital and gaming industries and in politics as well as his contacts and relationships. Christian Goode has served as our Chief Executive Officer and Director since inception. He has served as Co-Founder and Chief Executive Officer of Ivory Gaming Group, a casino management company, since January 2015. From October 2011 to January 2015, Mr. Goode was President of Genting Americas, the U.S. subsidiary of The Genting Group, a global conglomerate. From September 2010 to October 2011, he served as the Chief Financial Officer of Resorts World Casino, where he was responsible for the development of the Resorts World New York City project that opened in 2011. From August 2007 to September 2010, Mr. Goode was a partner with G. Michael Brown & Associates, a gaming industry focused advisory firm. He has also served as Controller and Director of Legal Compliance for several casinos, including Seneca Gaming Corporation (from February 2006 to August 2007) and Penn National Gaming, Inc. (from August 2005 to February 2006). Mr. Goode graduated with a J.D./M.B.A and a B.S. in Business Administration from University of Buffalo. We believe Mr. Goode is well-qualified to serve as a member of our board of directors due to his experience in the leisure, gaming and hospitality industries and his contacts and relationships. Edward Farrell has served as our Chief Financial Officer since inception. He has worked in the casino industry for over 30 years. From January 2016 to June 2020, Mr. Farrell served as Chief Financial Officer and President of Genting Americas where he oversaw operations in North America for The Genting Group. From June 2011 to May 2019, he served as the President of Resorts World Las Vegas, Resorts World Miami, Resorts World Bimini and Resorts World Casino New York City. Mr. Farrell worked at the MGM Reno from September 1987 to November 1988 and participated in the opening of several casino properties, including The Mirage in Las Vegas in 1989. He served as Senior Vice President of Finance for Foxwoods and MGM at Foxwoods in southern Connecticut from May 2009 to November 2010. He served on the board of directors of Resorts World Miami and Resorts World Bimini from November 2014 to June 2020. Mr. Farrell graduated from the University of Nevada Reno with a Bachelor of Science in Accounting. Abigail L. May will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. May is a private equity fund veteran with operational experience in the financial services industry. Since June 2017, she has served as a Senior Advisor to Flatiron Venture Partners, an early-stage venture fund based in New York. From March 2015 to June 2017, she served as a Managing Director at Atlas Merchant Capital, an investment firm focused on direct investments in the financial services industry. From August 2010 to January 2012, Ms. May served as a Managing Director at BAWAG P.S.K, an Austrian commercial bank, working in both their risk department and international corporate investment division. She worked at Cerberus Capital Management from 1998 to 2010, where she focused on private equity, direct lending, distressed investment opportunities and secondary market transactions for both trading and control positions. She was a member of multiple boards of directors of portfolio companies of her employer. Ms. May graduated from the University of Pennsylvania with a Bachelor of Arts in Economics and Sociology. We believe Ms. May is well qualified to serve on our board of directors due to her experience in the investment industry and her financial expertise. 91 Kenneth G. Kweku, Sr. will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Kweku has over three decades experience in information technology, business development, and over a decade of experience in hospitality, real estate development and construction. Since January 2016, he has served as the president of Kweku Development Corporation, a design and build firm focused on residential and commercial development. Since September 2006, he has served as the founder and president of the Smart Home Group, LLC, a property management firm with vacation and corporate rental assets. From 1987 to 2010, Mr. Kweku served as the President of Kweku Technology Solutions, a full-service technology consulting firm he established. From 2002 to 2009, he founded and served as the President of Signal Media Group, a tech media firm which delivered IT and business-related information to entrepreneurs and small businesses. Mr. Kweku studied business while attending Mercy College. We believe Mr. Kweku is well qualified to serve on our board of directors due to his extensive background in business operations, technology, hospitality and construction. Catharine Dockery will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Dockery is the founding partner of Vice Ventures, a venture fund started in June 2019 that invests in early-stage companies in such industries as cannabis, alcohol, e-sports, and addiction recovery. Prior to launching Vice Ventures, Ms. Dockery was an early member of the digitally native vertical brands M&A team at Walmart from March 2018 through August 2018, working in the e-commerce division. Prior to joining Walmart, Ms. Dockery managed the venture investments of a family office and acted as its chief of staff from November 2016 to March 2018. From June 2014 to January 2016, Ms. Dockery was an Analyst on a high yield trading desk at Citigroup. Ms. Dockery was president of her class at New York University’s Gallatin School of Individualized Study, where she studied a self-directed major on the intersection of neuroscience and finance. We believe Ms. Dockery is well qualified to serve on our board of directors due to her experience in the investment industry. Number and Terms of Office of Officers and Directors Our board of directors consists of five members 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 Catharine Dockery, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Abigail May and Kenneth Kweku, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Bradley Tusk and Christian Goode, 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 amended and restated certificate of incorporation. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. 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. We expect that our board of directors will determine that Abigail May, Kenneth Kweku and Catharine Dockery 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 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. 92 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. Committees of the Board of Directors 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, Nasdaq 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 Nasdaq rules 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. Abigail May, Kenneth Kweku and Catharine Dockery will serve as members of our audit committee, and Ms. May will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters. Each member of the audit committee is financially literate and our board of directors has determined that Ms. May 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 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 auditors 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 auditors 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 auditors have with us in order to evaluate their continued independence; 93 • 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 auditor, 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, 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. Abigail May, Kenneth Kweku and Catharine Dockery will serve as members of our compensation committee. Mr. Kweku will chair the compensation committee. 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 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 our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, 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 consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. 94 The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and