Our directors, director nominees and officers are as follows: Name​​Age​​TitleTimothy W. Clark​​56​​Chief Financial Officer, Chief Operating Officer and Director C. Tavo Hellmund​​54​​Co-Chief Executive Officer and DirectorJeffrey Luhnow​​54​​Chair and Co-Chief Executive OfficerSashi Brown​​44​​Director NomineeEndre Holen​​57​​Director NomineeJoyce C. Johnson​​54​​Director NomineeSebastian Park​​29​​Director NomineeTimothy W. Clark has been our Chief Financial Officer, Chief Operating Officer and a director since December 2020. Mr. Clark is currently a Managing Director at Hall Capital Partners, a family office private investment company where Mr. Clark has worked since July, 2016. Mr. Clark is the Managing Partner and a director of Tulsa Capital Partners, an investment entity he founded in October 2015 to acquire Pryer Aerospace. Prior to founding Tulsa Capital Partners, Tim was Managing Director for over nine years at Gridiron Capital, a middle-market private equity firm, from June 2006 to August 2015. Mr. Clark also served as an associate scout for the Houston Astros and the St. Louis Cardinals, professional baseball teams that compete in Major League Baseball. Mr. Clark currently serves on the board of directors of Athletic Supply, Inc., a distributor of sporting goods equipment and portfolio company of Trivest Partners, JAC Products, an automotive manufacturer and portfolio company of Hall Capital, and Pryer Aerospace, a manufacturer of aerostructures components and portfolio company of Tulsa Capital Partners. Mr. Clark worked as an in-house consultant for Rawlings Sporting Goods Company from 2002-2003, leading the add-on acquisition of ABC Helmets, was involved with the K2 acquisition of Rawlings transaction, and was a member of the K2/Rawlings post-acquisition integration team. Mr. Clark was in commercial and investment banking for over 15 years in St. Louis, New York and London for Boatmen’s Bancshares, UBS, Bankers Trust, Morgan Stanley and Stifel. Prior to banking, Mr. Clark played baseball in the Cincinnati Reds organization. Mr. Clark graduated from the University of Missouri with a Bachelor of Arts in Economics and played varsity football and baseball. He received a Master of Arts in International Affairs from Washington University in St. Louis and is a graduate of the Advanced Management Program at the Kellogg School of Management at Northwestern University. Mr. Clark has more than 25 years of experience in origination, financing and execution of M&A transactions and principle investing across a variety of industries, making him well-qualified to serve as our Chief Financial Officer, Chief Operating Officer and a director.C. Tavo Hellmund has been our Co-Chief Executive Officer and a director since December 2020. Mr. Hellmund was the founder of the FIA Formula-1 United States Grand Prix in Austin, Texas, the co-founder of the FIA Formula-1 Mexican Grand Prix and a co-founder of the Circuit of the Americas race track in Austin, Texas. Mr Hellmund has been the founder and President of Tavo Hellmund, Inc. since 1994, has been the Founding and Managing Partner at Full Throttle Productions, LP since 2004, the Founding Partner and President at Event Partners Marketing, LLC since 2011 and co-founder of Grand Prix Partners, LLC. since 2014. These companies manage and provide event project management, day of event oversight, staffing/volunteer services, venue planning, consulting and logistics support, marketing, sales, sponsorship, public relations and consultation services for sporting and special events around the world. Mr. Hellmund’s global event production experience includes brokering, sanctioning, producing or promoting over 200 sporting, entertainment and art/cultural events, sold in excess of 15,000,000 tickets with sales of more than 1.4 billion dollars. Mr. Hellmund attended the University of Texas and graduated from St. Edward’s University with a Bachelor of Arts in Psychology. We believe Mr. Hellmund’s extensive experience and deep relationships in our target sectors make him an ideal choice to serve as our Co-Chief Executive Officer and a director.Jeffrey Luhnow has been our Chair and Co-Chief Executive Officer since December 2020. From December 2011 through January 2020, Mr. Luhnow was the President of Baseball Operations and General Manager of the Houston Astros, a professional baseball team that competes in Major League Baseball. Prior to the Astros, he served as Vice President of Scouting and Player Development for the St. Louis Cardinals, another professional baseball team that competes in Major League Baseball. During his 16 seasons as a senior baseball executive across the two teams, 118 TABLE OF CONTENTShis teams reached the playoffs 9 times, including five League Championships and three World Series Championships. Prior to his baseball career, he spent four years as a technology entrepreneur. For three years he was President and founder of venture backed Archetype Solutions, an apparel mass customization company. Prior to that, he was Vice President at venture backed Petstore.com and was co-general manager of animalplanet.com, a Discovery brand licensed to Petstore.com. Mr. Luhnow is a graduate of the University of Pennsylvania with a Bachelor of Science in Engineering and a Bachelor of Science in Economics, and he received his Master of Management at the Kellogg School of Management at Northwestern University. Mr. Luhnow has substantial leadership experience and in-depth knowledge of our target sectors, bringing meaningful insight as our Chair and Co-Chief Executive Officer.Sashi Brown will serve as our director following this offering. Since July 2019, Mr. Brown has served as Chief Planning and Operations Officer of the basketball properties at Monumental Sports & Entertainment, including the NBA Washington Wizards, WNBA Washington Mystics, G-League Capital City Go-Go and NBA 2K League Wizards District Gaming. In that capacity, Mr. Brown is responsible for team operations, athlete development and strategic initiatives. He previously served the Cleveland Browns in both legal and business functions from 2013 to 2019, having first been hired as Executive Vice President and General Counsel in January 2013, before being promoted to Executive Vice President of Football Operations in January 2016. In Cleveland, Mr. Brown oversaw government affairs, negotiated sponsorship contracts, managed legal matters and led team operations, including scouting and roster strategy. Mr. Brown also worked in the front office of the Jacksonville Jaguars, rising to Senior Vice President and General Counsel during his tenure with the franchise from August 2005 to December 2012. He started his career practicing corporate law at the law firm of Wilmer Cutler Pickering Hale and Dorr LLP in Washington, D.C. Mr. Brown received his Juris Doctor from Harvard Law School, and his Bachelor of Arts in Communications from Hampton University. Mr. Brown is a seasoned sports executive whose deep experience in strategic planning, government affairs, and business operations make him well-qualified to serve as an independent director. Endre Holen will serve as our director following this offering. Mr. Holen most recently served as Managing Director at The Miles Group from November 2019 to May 2020. The Miles Group is a company focused on coaching and performance optimization. Prior to his time at The Miles Group, Mr. Holen was a Senior Partner at McKinsey & Company, a global management consulting firm, from 1990 to September 2019. He currently sits on the board of Hudl, a sports analysis software company, and Nordic Semiconductor, a fabless semiconductor company listed on the Norwegian stock exchange. He is also an advisor for Antler North America, a global accelerator and incubator for entrepreneurs. Mr. Holen received his Master of Science in Computer Science from the Norwegian Technical University, and his Master of Business Administration from the Haas School of Business at the University of California, Berkeley. Mr. Holen brings to our board his extensive experience optimizing all parts of a company’s value chain. Joyce C. Johnson will serve as our director following this offering. Since November 2017, Ms. Johnson has served as Chairman and Chief Investment Officer of Pacific Gate Capital Management, an asset manager focused on U.S. private credit investments. She previously served as Senior Managing Director and Co-Head at Relativity Capital, a private equity firm, from December 2008 to December 2017. Prior to that, Ms. Johnson served as the Managing Director of Cerberus Capital Management from 1993 to 2002, where she led investment analysis and transaction sourcing. Ms. Johnson currently sits on the board of Kymera International, a manufacturer of specialty fine metal powders. She holds a Bachelor of Science in Finance from the University of Denver. Ms. Johnson is a seasoned investment professional who brings her extensive investment experience to our board. Sebastian Park will serve as our director following this offering. Since May 2020, Mr. Park has served as the President of the eSports Certification Institute, an organization founded to advance the eSports industry. From July to December 2019, he served as Vice President of eSports at Dignitas, the professional eSports franchise owned by Harris Blitzer Sports & Entertainment, the parent company of the Philadelphia 76ers and the New Jersey Devils. From December 2016 to June 2019, Mr. Park served as Vice President of eSports for the Houston Rockets. When he was first hired by the Rockets in 2016 as the Director of eSports Development, Mr. Park was the first dedicated eSports front office executive in North America and the NBA. In 2017, Mr. Park created Clutch Gaming, a North America League of Legends Championship Series franchise. Mr. Park also previously served as the Head of eSports at Namecheap from September 2014 to September 2015, where he brought the domain registrar into sponsoring and activating in eSports. Mr. Park holds a Bachelor of Arts in Cognitive Science from Yale University. Mr. Park brings to our board his extensive experience founding and leading professional eSports organizations.119 TABLE OF CONTENTSNumber and Terms of Office of Officers and DirectorsUpon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of 7 members. Prior to consummation of our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. Holders of our public shares will not have the right to vote on the election of directors during such time. Approval of our initial business combination will require the affirmative vote of a majority of our board directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, 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 that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of our Class B common stock.Our officers are elected 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 bylaws as it deems appropriate. Our bylaws will provide that our officers may consist of a Chief Executive 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 (including interim officers as it deems appropriate). Director IndependenceThe rules of Nasdaq 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 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 of directors has determined that each of Sashi Brown, Endre Holen, Joyce C. Johnson and Sebastian Park 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.Executive Officer and Director CompensationNone of our officers or directors have received any cash compensation for services rendered to us. Our sponsor, officers, directors and 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. Additionally, in     , 2021, Timothy Clark was paid a one-time $150,000 fee by our sponsor for administrative services provided to our sponsor. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, 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. We are not party to any agreements with our officers and directors 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 DirectorsUpon the effective date 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, each of which will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the 120 TABLE OF CONTENTSExchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation 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 form of charter of each committee is filed as an exhibit to the registration statement of which this prospectus forms a part. 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 members of our audit committee will be Sashi Brown, Endre Holen and Joyce C. Johnson. Joyce C. Johnson will serve as chair of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Joyce C. Johnson 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 public registered accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent public registered accounting firms; •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 public registered accounting firms or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; •reviewing and discussing with the independent public registered accounting firms all relationships the public registered accounting firms have with us in order to evaluate their continued independence; •setting clear hiring policies for employees or former employees of the independent public registered accounting firms; •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 public registered accounting firms describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the public registered accounting 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 public registered 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 auditors, 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.121 TABLE OF CONTENTSCompensation 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. The members of our compensation committee will be Sashi Brown, Endre Holen, Joyce C. Johnson and Sebastian Park. Endre Holen will serve as chair of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: •reviewin