Our Management Team We believe that our management team and board are uniquely positioned to identify and evaluate target businesses that would benefit from being a public company where our team would add value due to their operational and strategic expertise. We will leverage our team’s extensive experience in growing and operating companies as well as our broad network in the industry. Our management team is led by Enzo A. Villani, our Chief Executive Officer, and Wes Levitt, our Chief Financial Officer, both of whom have accumulated broad industry expertise and transaction experience from investing in and operating diverse businesses. Enzo A. Villani, our Chairman,Chief Executive Officer and Director, is currently the Chief Executive Officer and Chief Investment Officer of Alpha Sigma Capital, which he joined in January 2020. Alpha Sigma Capital (ASC) is an investment fund focused on emerging blockchain companies that are successfully building their user-base, demonstrating real-world uses for their decentralized ecosystems, and moving blockchain technology towards mass-adoption. ASC is focused on companies leveraging blockchain technology to provide value-add in areas such as fintech, AI, supply chain, and healthcare. You can find more information at www.alphasigma.fund. From December 2017 to January 2020, Enzo was Chief Strategy Officer of Transform Group, whose business is in the blockchain industry. Transform Group represented the launch of over 37% of the alt-coin market capitalization by 2019. He is the co-founder of Blockchain Wire and was the head of international strategy and innovation at OKEx. Mr. Villani has over twenty-years of experience as a chief strategist to Fortune 500 companies, private equity, and venture capital firms. Enzo was co-founder of Nasdaq Global Corporate Solutions, co-founder and Chief Strategy Officer of DF King Worldwide, where he managed two strategic M&A consolidations focused in the areas of market intelligence, investor relations, proxy solicitation, corporate governance and financial technology. Mr. Villani was key in consolidating over ten companies across 4 continents representing over 5,000 public companies and raising in excess of $500 million. Mr. Villani holds an MBA from Cornell University’s Samuel Curtis Johnson School of Management. Wes Levitt, CFA, our Chief Financial Officer, is currently the Head of Strategy at Theta Labs since February 2018. Theta Labs is a San Jose-based software company that developed and launched the Theta blockchain. Since February 2020, Mr. Levitt has been a Partner at Alpha Sigma Capital, where he focuses on portfolio risk management and investment research. Prior to entering the blockchain space, Mr. Levitt spent eight years in investment roles in real estate equity and securitized debt. Most recently, from May 2016 to February 2018, at Mosser Capital Management, he served as an asset manager of San Francisco Bay Area real estate portfolios and completed underwriting and transaction closing of assets totaling $200 million. Previously, from November 2013 to February 2016, he was at Redwood Trust (NYSE: RWT) where he originated, underwrote, and closed commercial real estate loans for commercial mortgage-backed securitization. Mr. Levitt holds an MBA from UC-Berkeley Haas School of Business and is a CFA Charterholder. 2 Independent Directors James Haft, will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. James is an entrepreneur and merchant banker with broad experience powered by the digitization of information and value. Mr. Haft is the founder of PALcapital and PALgenesis Fund and co-founder of CryptoOracle, CryptoMondays, NXTPLabs, ClimateCoin, Condo.com, Houses.com, and StartupHub.nyc. Mr. Haft is focused on the adoption of Distributed Ledger Tech and other decentralized, secure data platforms and solutions as they are adopted by individuals, enterprises and political entities to improve security, speed, cost democratization and value of marketplaces and transactions in businesses and communities. He is Chairman of the Board for DLT Technologies, listed on the Oslo Exchange under the ticker symbol DLTX. Mr. Haft has significant and relevant experience with internet apps, digital and cryptology-based platforms, cryptocurrencies, tokenized assets, security tokens, integrated media, online advertising & metrics, telecom, energy, emerging markets, financial consulting, real estate and venture capital. John Jacobs will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Jacobs has a strong leadership background and has served Nasdaq in a variety of positions, starting his career with the firm in 1983. He most recently served as Senior Advisor and Principal Consultant to Nasdaq’s CEO and President, where he was responsible for reviewing potential opportunities in the index and data business, and supporting product and business development efforts. Prior to that, Mr. Jacobs served as Nasdaq’s Chief Marketing Officer (“CMO”) and EVP for the Global Marketing Group and the EVP of the Global Index Group. As CMO, he led all aspects of Nasdaq’s brand, from strategy to execution, and carried out a transformation of the company’s image from a national brand in U.S. stocks, to a global leader for diversified financial services. Mr. Jacobs established and built the Global Index Group from the ground up, and created one of the largest ETF fund families in the world built on his creation of QQQ – the ETF tracking the Nasdaq-100 Index. David Shafrir will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Since June 2019, Mr. Shafrir has been the Co-Founder and Executive Chairman of The GDA Group (“GDA”) and its vertically integrated portfolio of digital asset companies, where he oversees the group’s long-term corporate strategy, capital and acquisition initiatives. Since March 2019, David has acted as the CEO at Secure Digital Markets (“SDM”), the brokerage arm of GDA, which over a period of 4 years has grown to become Canada’s largest digital asset liquidity provider operating, with a global footprint spanning 20 countries and 3 continents. David, a serial entrepreneur, has a proven track record of scaling startups and generating strong returns for investors. Prior to founding the GDA Group, David led exits in both the financial payments & SAAS technology space. From December 2015 to December 2018, David also co-founded Agency North, a National marketing agency catering to Fortune 500 and multinational clients. Michael Terpin will be one of our independent directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Terpin is an investor, public relations expert, and has led over 120 campaigns in cryptocurrency and blockchain companies and foundations, currently representing over 45% of the alternative coin market capitalization. Since October 2018, he has been the CEO of Transform Group International, LLC, a diversified services company to the blockchain industry. From March 2015 to September 2018, he was the CEO of Transform Group, LLC, in charge of the company’s US operations. Mr. Terpin’s business activities include the launches of Augur, Counterparty, Dash, Ethereum, Factom, Golem Network, Lisk, MaidSafe and Tether, as well as ongoing public relations and strategic advisory campaigns for Bittrex and Shapeshift. Mr. Terpin co-founded BitAngels, the world’s first angel network for digital currency startups, which now has more than 500 members globally. He has more than 25 years of strategic agency management and has directly supervised many renowned PR campaigns of the digital media era, including early-stage PR for America Online, Earthlink, Jupiter, Motley Fool, Match.com and Shapeways, as well as full-service campaigns with established brands, including Alpine, AT&T, Diamond Multimedia, Fujitsu, JBL, Konami, Marriott, Memorex, Philips, Rackspace, Red Herring and TEAC. We believe that our management team’s extensive experience and deep expertise in our target industries position us well to take advantage of the growing set of acquisition opportunities focused on technology and that our vast network, ranging from owners and management teams of private and public companies, private equity funds, investment bankers, attorneys, to accountants and business brokers will allow us to generate an attractive transaction for our stockholders. 3 The past performance of our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. No member of our management team has had management experience with special purpose acquisition corporations in the past. You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of our future performance. Acquisition Strategy Our business strategy is to identify and consummate an initial business combination with a company that focuses on blockchain technology. We will seek to acquire a business that has leveraged blockchain technology to develop and disrupt current markets in finance, supply-chain, gaming or entertainment. We believe that our potential target will be fundamentally sound and primed to leverage access to the public markets to scale further. However, we may also look at earlier stage companies and/or established companies that exhibit a strong potential use-case for blockchain technology. The target would demonstrate the potential for sustained high levels of revenue growth and a path to profitability through the utilization of blockchain technology, cryptocurrenices, and token economics. Members of our management team and sponsor have experience in: ·Strategic and Corporate Development for Fortune 500 companies; ·Identifying, acquiring, and structuring M&A transactions as an operational leader and strategist; ·Operating and managing companies, formulating business strategies and executing action plans with internal resources and external stakeholders; ·Developing business opportunities and procurement in North America, Europe and Asia; ·Advising blockchain, technology and financial services companies’ management in the fields of product development, business strategy and financial planning; ·Investing and building companies in the technology sector with unique market insights; ·Improving efficiency for businesses by implementing information technology systems; and ·Building relationships across ecosystems, including finance, technology, blockchain and cryptocurrencies. Business Combination Criteria We have developed the following guidelines that we believe are important when we evaluate prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, though we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. ·We intend to seek companies with operations or prospects in the blockchain technology sector. Based upon our management team’s experience, we believe that we have a competitive advantage and excellent access to investment opportunities when seeking a business combination with potential targets in the sector. Our management team’s network of contacts and extensive experience provide them with opportunities to source and evaluate targets, enter into a business combination with a target and help grow its business. 4 ·Target companies that we intend to seek will have significant competitive advantages and/or underexploited expansion opportunities that can benefit from access to additional capital as well as our industry relationships and expertise. ·We intend to seek to identify companies with strong, public-ready management teams, with solid corporate governance and reporting policies that have the experience to execute successfully and create value for stakeholders. Additionally, we will utilize our own industry experience to partner with a potential target’s management team. ·We believe that there are a substantial number of potential target businesses with appropriate valuations that can benefit from a public listing and new capital for growth to support significant revenue and earnings development. These potential targets will have substantial embedded and/or underexploited growth opportunities that our team is uniquely positioned to identify and monetize ·We intend to seek target companies that have underexploited expansion opportunities. This expansion can be accomplished through a combination of accelerating organic growth and finding attractive add-on acquisition targets. Our management team has significant experience in identifying such targets and in helping target management assess the strategic and financial fit. Similarly, our management has the expertise to assess the likely synergies and to help a target integrate acquisitions. ·We will seek target companies which exhibit value or other characteristics that we believe have been overlooked or misevaluated by the marketplace based on our company-specific analyses and due diligence. For a potential target company, this process will include, among other things, a review and analysis of the company’s capital structure, quality of current or future earnings, corporate governance, customers, material contracts, and the industry and trends. We intend to leverage the operational experience and disciplined investment approach of our team to identify opportunities to unlock value that our experience in complex situations allows us to pursue. ·We intend to be a disciplined and a valuation-centric investor that will invest on terms that we believe are attractive relative to market comparables that provide significant upside potential. We also expect to evaluate financial returns based on opportunities for follow-on acquisitions and other value-creation initiatives. The aforementioned criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into a business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (“SEC”). Our Business Combination Process In evaluating a prospective target business, we will conduct a customary due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities as well as reviewing financial and other information that will be made available to us. We will also utilize our operational and capital allocation experience to further our understanding of the prospective target business. Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC. 5 Sourcing of Potential Business Combination Targets We believe that the operational and transactional experience of our management team and members of our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential business combination targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions. We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or consummating such an acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Initial Business Combination We will have 12 months from the closing of this offering to consummate an initial business combination. If we anticipate that we may not be able to consummate our initial business combination within 12 months, our insiders or their affiliates may, but are not obligated to, extend the period of time to consummate a business combination up to two times by an additional three months each time (for a total of up to 18 months to complete a business combination), provided that, pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement to be entered into between us and Continental Stock Transfer & Trust Company on the date of this prospectus, the only way to extend the time available for us to consummate our initial business combination in the absence of a definitive agreement is for our insiders or their affiliates or designees, upon five days’ advance notice prior to the applicable deadline, to deposit into the trust account $1,000,000, or $1,150,000 if the over-allotment option is exercised in full ($0.10 per share in either case, or an aggregate of $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full)), on or prior to the date of the applicable deadline. In the event that they elected to extend the time to complete a business combination and deposited the applicable amount of money into trust, the insiders would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the eve