Our directors, director nominees and executive officers are as follows: Ben Lerer is our Chief Executive Officer and Chairman. Mr. Lerer currently serves as Chief Executive Officer of Group Nine Media, the parent of our sponsor and a digital media holding company consisting of Thrillist, POPSUGAR, The Dodo, NowThis, and Seeker and has served in such position since December 2016. Prior to Group Nine Media, Mr. Lerer served as Chief Executive Officer of Thrillist since 2005. Mr. Lerer has over 15 years of technology industry experience, specifically within the digital media sector. As CEO of Group Nine Media, Mr. Lerer has led the acquisitions of JASH, a digital comedy studio, in November 2017 and POPSUGAR, a prominent digital women’s lifestyle brand, in November 2019. Mr. Lerer is also an experienced technology investor and board member, serving as Co-Founder and Managing Partner at Lerer Hippeau, an early-stage New York venture capital firm investing in consumer, e-commerce, digital media, emerging tech, and enterprise software sectors. Through his tenure at Lerer Hippeau, Mr. Lerer has invested in key companies such as Allbirds, Glossier, Mirror, and Warby Parker. He currently sits on the Boards of Directors of Casper Sleep, RaisedByUs, Urban Upbound, and Fetch, Inc. We believe Mr. Lerer is well qualified to serve on our Board of Directors due to his knowledge of the digital media sector and extensive leadership experience in operating and advising digital media companies. Brian Sugar is our President and one of our directors. Mr. Sugar currently serves as President of Group Nine Media, responsible for strategic initiatives and innovation, and has served in such position since 2019. He also serves as Founder and Managing Partner at Sugar Capital, an early stage venture capital firm that seeks to invest in the brands and technology that will power the future of e-commerce, since January 2020. Mr. Sugar joined Group Nine Media with the company’s acquisition of POPSUGAR, a prominent digital lifestyle brand for women. Mr. Sugar served as Chief Executive Officer of POPSUGAR from 2006 to 2019. Mr. Sugar is an early investor in Afterpay, Everlane, Optimizely, and Roadster, among others. He sits on the Boards of Directors of Everlane, Fast, Roadster, and The Assembly and is an Advisor to Afterpay, Olive & June, Tribe Dynamics, and True Botanicals. Prior to POPSUGAR, Mr. Sugar served first as Vice President of Marketing and then as Vice President & General Manager of 2Wire’s media business unit from 2003 to 2006. Before joining 2Wire, he was Founder and CEO of Sugar Media, a digital media software company, which was acquired by 2Wire in 2003. We believe Mr. Sugar is well qualified to serve on our Board of Directors due to his experience in developing, operating and advising e-commerce and digital media companies. Sean Macnew is our Chief Financial Officer. Mr. Macnew currently serves as Chief Financial Officer of Group Nine Media. Mr. Macnew has over 25 years of finance, corporate development, and general management experience. Mr. Macnew joined Group Nine Media with its acquisition of POPSUGAR, where he held the positions of Chief Financial Officer and Chief Operating Officer. Prior to joining POPSUGAR in 2008, Mr. Macnew was Senior Director and General Manager of the NetBackup RealTime Protection product group, after holding roles in M&A and business development at Symantec Corporation and VERITAS Software. Mr. Macnew began his career as an investment banker for Goldman Sachs and Alex. Brown & Sons. Richard (“Dick”) Parsons is one of our Director Nominees. Mr. Parsons currently serves as Co-Founder and Partner of Imagination Capital, a New York based venture capital firm launched in 2017. Prior to founding Imagination Capital, Mr. Parsons served as Chairman of Citigroup from 2009 to 2012, playing a key role in rebuilding the financial institution. Mr. Parsons also notably served as Chairman and Chief Executive Officer of Time Warner from 2002 to 2008, joining the company as President in 1995. During his time as Chief Executive Officer of Time Warner, Mr. Parsons helped lead Time Warner’s turnaround, setting the company on a solid path toward achieving sustainable growth. Before joining Time Warner, 118 TABLE OF CONTENTS Mr. Parsons was Chairman and Chief Executive Officer of Dime Bancorp, one of the largest thrift institutions in the United States. Previously, Mr. Parsons was the Managing Partner of Patterson, Belknap, Webb and Tyler, a New York law firm, and also held various positions in state and federal government as counsel for Nelson Rockefeller and as a Senior White House Aide under President Gerald Ford. Mr. Parsons also has extensive public company board experience; he is currently a member of the Boards of Directors of Estée Lauder, Madison Square Garden Sports, and Lazard and has served as Chairman of the Board of Directors of both Time Warner and Citigroup. We believe Mr. Parsons is well qualified to serve on our Board of Directors due to his vast experience in corporate finance and telecommunications. Number, Terms of Office and Election of Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of                 members. Our board of directors will be divided into three 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 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                 and                 will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of                   and                   will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of                 will expire at the third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we consummate our initial business combination. Holders of our founder shares will have the right to elect all of our directors prior to consummation of our initial business combination and to remove directors prior to 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. 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 provide that our officers may consist of a Chair or Co-Chairs of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, a Secretary and such other offices (including without limitation, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined from time to time by the board of directors. 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have           “independent directors” as defined in NASDAQ listing rules and applicable SEC rules prior to completion of this offering. We expect a majority of our board of directors to be comprised of independent directors [within 12 months from the date of listing][upon effectiveness of the registration statement] to comply with the majority independent board requirement in Rule 5605(b) of NASDAQ listing rules. Our board has determined that each of                 and                 are independent directors under applicable SEC and NASDAQ listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with our formation and initial public offering or 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, directors or our or any of their affiliates. 119 TABLE OF CONTENTS 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 of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine 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 Directors Upon 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. Subject to phase-in rules, the rules of NASDAQ 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 NASDAQ require that the compensation committee of a listed company be comprised solely of independent directors. The charter of each committee will be available on our website. 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           .                 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                 qualifies as an “audit committee financial expert” as defined in applicable SEC rules. 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.                 each meet the independent director standard under the NASDAQ’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act. 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 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 auditors 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; ​ 120 TABLE OF CONTENTS • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm 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 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; ​ • 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. The members of our Compensation Committee will be           .           will serve as chair of the compensation committee. Because we expect to list our securities on NASDAQ in connection with our initial public offering, our compensation 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. Our board of directors has determined that each of                 is independent under the NASDAQ listing standards. 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 approving the compensation 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. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, 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 NASDAQ and the SEC. Director Nominations We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by applicable law or stock exchange rules. In 121 TABLE OF CONTENTS accordance with Rule 5605(e)(2) of NASDAQ listing rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. In accordance with Rule 5605(e)(1)(A) of the NASDAQ listing rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors. Code of Ethics Prior to the effectiveness of the registration statement of which this prospectus is a part, we will have adopted a code of ethics and business conduct applicable to our directors, officers and employees (our “Code of Ethics”). A copy of the Code of Ethics will be provided without charge upon request from us and will also be available on our website. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See “Where You Can Find Additional Informat