Our officers, directors and director nominees are as follows: Name Age Position Jennifer Deason 45 Chairman and Chief Executive Officer Peter Saldarriaga 38 President and Chief Financial Officer George Arison 43 Director Nominee Jason Park 44 Director Nominee Miyuki Matsumoto 42 Director Nominee Amy Cappellazzo 54 Director Nominee Jennifer Turner 46 Director Nominee Dhani Jones 43 Director Nominee Jennifer Deason has served as our Chairman and Chief Executive Officer since January 2021. From May 2019 to February 2021, Ms. Deason served as the Chief Financial Officer and Chief Business Officer for the dtx company and Flowcode. The dtx company is a holding company investing in the DTC economy and Flowcode offers technology solutions to enable direct connections between consumers and brands. From 2016 to 2018, Ms. Deason served as Executive Vice President, Head of Strategy and Business Development for Sotheby’s. She served as Chief Financial Officer of the Weather Channel from 2014 to 2016 and was an Executive Vice President with Bain Capital, a leading global alternative investment manager, from 2008 to 2014. While at Bain, Ms. Deason served in several interim operating roles such as President, Chief Marketing Officer and Chief Financial Officer and was a board member of several portfolio companies. Ms. Deason has served on the board of directors of DHI Group (NYSE: DHX) since July 2016 and Concentrix (NASDAQ: CNXC), since November 2020. Earlier in her career, Ms. Deason spent four years at McKinsey focused on media, consumer, technology, and private equity. She began her career at Alex. Brown (Deutsche Bank) and eBay in Silicon Valley. She holds a Master of Business Administration from Stanford University and a Bachelor of Arts from Yale University. Ms. Deason was chosen to serve on our board due to her experience with technology-enabled businesses and her strong background in financial and operating roles. Peter Saldarriaga has served as our President, Chief Financial Officer, and Secretary since January 2021. Mr. Saldarriaga has been a private investor since January 2020. He previously worked as a private equity investor at Bain Capital, a leading global alternative investment manager, from September 2007 until December 2019. While at Bain Capital, he was a leader in the technology, media & telecom and industrial teams in the North American Private Equity group, most recently as a Principal from 2015 to 2019, sourcing and executing new investment opportunities and serving as an advisor to management teams of several portfolio companies. Prior to joining Bain Capital, Mr. Saldarriaga spent three years at Bain and Company in New York and India as a strategy consultant serving Fortune 100 clients in the technology, media, financial services, healthcare, and private equity sectors. Mr. Saldarriaga received an MBA from Harvard Business School and an AB in Computer Science cum laude from Harvard College. George Arison will serve as a director upon the completion of this offering. Mr. Arison serves as Co-Chief Executive Officer and Chairman of Shift Technologies, Inc. (NASDAQ: SFT), which he co-founded in December 2013. In October 2020, Shift merged with a special purpose acquisition company, Insurance Acquisition Corp. Prior to co-founding Shift, Mr. Arison served in various positions at Google from 2010 to 2013, most recently as a product manager. From 2007 to 2010, he co-founded Taxi Magic (now known as Curb). From 2005 to 2007 he worked for Boston Consulting Group. Mr. Arison is an investor in numerous startups, including Pulsar AI, Zero, Shipper, TravelBank, Carrot, Eden, CUR, and Fathom. Mr. Arison is a member of the board of directors of Pulsar AI, Inc. (previously known as Positive Technologies, Inc.), a creator of artificial intelligence-based natural language processing technology. Prior to his business career, Mr. Arison was a policy analyst and ran a political campaign in Georgia, the country of his birth, about which he wrote Democracy and Autocracy in Eurasia: Georgia in Transition. Mr. Arison holds a bachelor’s degree from Middlebury College. We believe that Mr. Arison’s experience in technology and investing, as well as his recent experience in a business combination transaction with a special purpose acquisition company, makes him well-qualified to serve as a member of our board of directors. 98 Table of Contents Jason K. Park will serve as a director upon the completion of this offering. Since June 2019, Mr. Park has been Chief Financial Officer of DraftKings Inc. (NASDAQ: DKNG), a digital sports entertainment and gaming company, where he is responsible for the accounting, tax, treasury, financial planning and analysis and investor relations departments. Prior to joining DraftKings, from January 2009 to June 2019, Mr. Park worked at Bain Capital Private Equity, where he was an Operating Partner and focused on technology investments. For more than 10 years, Mr. Park worked collaboratively with chief executive officers, chief financial officers and management teams to develop and achieve value creation plans. Before Bain Capital, Mr. Park was an Associate Partner at McKinsey & Company. Mr. Park has previously served as a director of Central Square Technologies. Mr. Park received his MBA from the Wharton School at the University of Pennsylvania and a MAcc (Master of Accountancy) and a B.B.A. from the University of Michigan. We believe that Mr. Park’s experience in technology and finance, as well as his recent experience in a business combination transaction with a special purpose acquisition company, makes him well-qualified to serve as a member of our board of directors. Miyuki Matsumoto will serve as a director upon the completion of this offering. Since 2019, Ms. Matsumoto has been the US Managing Partner of Aglaé Ventures, a venture capital fund that invests in emerging, high growth technology companies focused on SaaS, marketplaces, content media and digital health businesses. Prior to joining Aglaé Ventures, Ms. Matsumoto was a Managing Director at Goldman Sachs, where she spent 18 years in alternative investments including hedge funds, private equity, private credit and venture capital. She also serves, since 2020 as a member of the board of directors of Steezy Inc., a private operator of online dance classes. Miyuki received a B.A. from Middlebury College and a M.B.A. from The Wharton School at the University of Pennsylvania. We believe Ms. Matsumoto’s alternative investment and financial expertise and experience structuring and executing investment transactions make her well-qualified to serve as a member of our board of directors. Amy Cappellazzo will serve as a director upon the completion of this offering. Since 2016, Ms. Cappellazzo has been Chairman of the Fine Art division of Sotheby’s. Prior to Sotheby’s, Ms. Cappellazzo co-founded Art Agency, Partners, a company offering a comprehensive range of art advisory services. Before co-founding Art Agency, Partners in 2014, Ms. Cappellazzo served in the field of contemporary art at Christie’s, where she rose to the post of Chairman of Post-War & Contemporary Development over thirteen years. Before that, she was an art advisor, curator, and key figure in the establishment of Art Basel in Miami Beach, an international art fair. Ms. Cappellazzo received her B.A. in Fine Arts/Art History from New York University, where she was a Presidential Trustee Scholar. She holds a master’s degree in Urban Design from the School of Architecture at Pratt Institute, where she focused on the role of public art in shaping cities. We believe that Ms. Cappellazzo’s experience as a business founder and seller, as well as leadership roles in large organizations, will allow her to be an asset to our board of directors. Jennifer Turner, Dr.PH, will serve as a director upon the completion of this offering. Dr. Turner is a seasoned media executive who currently serves as Sony Pictures Television’s SVP of Scripted Programming, overseeing creative on hit series such as “The Good Doctor,” “The Boys,” and “The Blacklist,” a position she has held since 2017. Prior to this role, from 2008 to 2012, she was Vice President of Licensing and Strategic Partnerships at Bravo Media and Oxygen Media, where she established Bravo and Oxygen’s business development departments, extending the networks’ brands into revenue-generating businesses. Earlier in her career she worked in a variety of creative and business roles at NBCUniversal and ABC. Dr. Turner began her career at Goldman Sachs, where she worked as a financial analyst in Fixed Income Capital Markets from 1996 to 1998. Dr. Turner was named one of Cablefax’s “Most Influential Minorities in Cable” in 2009, 2011, and 2012, and was featured in Variety’s Inclusion Impact Report 2019. In 2011, Dr. Turner founded edutainment brand MAD COOL FITNESS, LLC, an inclusive healthy lifestyle brand that helps people achieve long-term good health through behavior science-based programs. In 2015, she also founded non-profit MAD COOL COMMUNITY, INC. to deliver behavior science-based wellness programs to underserved communities. In January 2021, Dr. Turner also started teaching as an adjunct professor at Rutgers University School of Public Health. Dr. Turner holds a Doctor of Public Health from Rutgers School of Public Health, an MBA from Stanford University, a Bachelor of Finance from the Wharton School of Business of the University of Pennsylvania, and a Bachelor of Japanese Language also from the University of Pennsylvania. We believe that Dr. Turner’s extensive background in finance, media and business makes her a valuable addition to our board of directors. Dhani Jones will serve as a director upon the completion of this offering. Mr. Jones is a TV host, entrepreneur, philanthropist, and former football player for the NFL. In 2014, he co-founded Qey Capital, an investment firm focused on diversity, where he is Chairman. He also founded BowTie Cause in 2010, which evolved from a philanthropic 99 Table of Contents initiative to a clothing and apparel producer and distributor. He also is a founding partner of VMG Creative and Proclamation, brand management marketing firms, and the Hillman Accelerator, which invests in entrepreneurs of diversity. Mr. Jones has hosted numerous television shows such as Dhani Tackles the Globe (Travel Channel), Playbook360 (SpikeTV) and Adventure Capitalist (CNBC). He spent 11 years in the NFL playing for the NY Giants (2000 to 2003), Philadelphia Eagles (2004 to 2006) and Cincinnati Bengals (2007 to 2010). Prior to his professional football career, he played football and graduated with a B.A. from the University of Michigan. He is a Fellow of the second class of the Civil Society Fellowship, a Partnership of ADL and The Aspen Institute, and a member of the Aspen Global Leadership Network. He is currently on the boards of directors of Outside (formerly Pocket Outdoor Media), a leading endurance sports media platform, Washington Nationals Philanthropies, the charitable arm of the Washington Nationals baseball team, as well as the external advisory board to Fannie Mae. We believe that Mr. Jones’ experience as an entrepreneur and investor make him a valuable addition to our board of directors. Number and Terms of Office of Officers and Directors We intend to have seven directors upon completion of this offering. Our Board will be divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term. The term of office of the first class of directors, consisting of Messrs. Arison and Park, and Ms. Matsumoto, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Ms. Capellazzo, Dr. Turner and Mr. Jones, will expire at the second annual meeting of stockholders. Under our amended and restated certificate of incorporation, holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Subject to any other special rights applicable to the stockholders, any vacancies on our Board may be filled by the affirmative vote of a majority of the directors present and voting at a meeting of our Board or by a majority of the holders of our founder shares. Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of one or more Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a Chairman of the Board, Chief Operating Officer, Presidents, Vice Presidents, Partners, Managing Directors and Senior Managing Directors) and such other offices as may be determined by the Board. 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 intend to add “independent directors” as defined in NASDAQ listing standards and applicable SEC rules prior to completion of this offering. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have six “independent directors” as defined in NASDAQ 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 has received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals 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 connection with the successful completion of our initial business combination, we may determine to provide a payment to our sponsor, officers, directors, advisors or our or their affiliates; however any such payment would not be made from the proceeds of this offering held in the trust 100 Table of Contents account prior to the completion of our initial business combination and we currently do not have any agreement or arrangement with any such party to do so. Our audit committee will review on a quarterly basis all payments that were or are to be made to our sponsor, officers or directors, or our or their affiliates. 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 tender offer materials or proxy solicitation 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 officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Committees of the Board of Directors Upon the effective date of the registration statement of which this prospectus forms part, our Board will have two standing committees: an audit committee and a compensation committee. Each committee will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. The charter of each committee will be filed as an exhibit to the registration statement of which this prospectus forms a part. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the Board. George Arison, Jason Park and Miyuki Matsumoto will serve as members of our audit committee. Under NASDAQ listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Because we expect to list our securities on NASDAQ in connection with our initial public offering, our audit committee must have one independent member at the time of listing, a majority of independent members within 90 days of listing, and consist of all independent members within one year of listing. Messrs. Arison and Park, and Ms. Matsumoto each meet the independent director standard under NASDAQ’s listing standard and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Park will serve as chairman of the audit committee. Each member of the audit committee is financially literate and our Board has determined that Mr. Park qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • 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 permitted 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 auditors all relationships the auditors have with us in order to evaluate their continued independence; • setting clear hiring policies for employees or former employees of the independent auditors; • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; 101 Table of Contents • obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) 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 governmenta