Our directors, director nominees and executive officers are as follows: Kenneth Lerer, our Chairman since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. He co-founded The Huffington Post (acquired by AOL) in 2005 and was formerly the Chairman of BuzzFeed and Betaworks. Mr. Lerer sits on the board of Group Nine Media, which has an affiliated SPAC (NASDAQ: GNAC), and is Chairman of BLADE Urban Air Mobility, which has announced a merger with a SPAC (NASDAQ: EXPC). Previously, he served as Executive Vice President of AOL Time Warner. Mr. Lerer also previously served on the board of Viacom (NASDAQ: VIAC) from August 2016 to March 2018. Mr. Lerer is the father of Ben Lerer, our President and one of our directors. Our board of directors has determined that Mr. Lerer’s extensive senior leadership, venture capital investing experience and substantial network of contacts and relationships makes him a qualified member of our board of directors. Eric Hippeau, our Chief Executive Officer and one of our directors since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. Previously, Mr. Hippeau was the Chief Executive Officer of The Huffington Post, in which he had invested as a Managing Partner at Softbank Capital. Mr. Hippeau co-led SoftBank’s investing activities for nearly a decade, investing in leading companies including Buddy Media, Geocities, and Yahoo!. Mr. Hippeau has also served as Chairman and Chief Executive Officer of Ziff-Davis, former top publisher of computer magazines. Mr. Hippeau sits on the boards of BuzzFeed and, since September 2016, Marriott International (NASDAQ: MAR), and he served on the board of Yahoo! (formerly NASDAQ: YHOO) from 1996-2011. Our board of directors has determined that Mr. Hippeau’s substantial operational experience and history of identifying and backing successful companies in enterprise software, digital health and advanced technology makes him a qualified member of our board of directors. Ben Lerer, our President and one of our directors since January 2021, is a Managing Partner at Lerer Hippeau, a position he has held since 2010. He has served since December 2016 as Chief Executive Officer of portfolio company Group Nine Media, parent to digital publishers NowThis, The Dodo, Thrillist (which he founded), Seeker, and PopSugar. Prior to Group Nine Media, Mr. Lerer served as Chief Executive Officer of Thrillist from 2005 to December 2016. Mr. Lerer is the Chairman and Chief Executive Officer of Group Nine Acquisition Corp. (NASDAQ: GNAC), a SPAC organized in November 2020 to pursue business combination opportunities with companies operating in the digital media and adjacent industries. Mr. Lerer has served on the board of Casper Sleep (NYSE: CSPR) since July 2014. Mr. Lerer is the son of Kenneth Lerer, our Chairman. Mr. Lerer holds a BS in Political Science from the University of Pennsylvania. Our board of directors has determined that Mr. Lerer’s knowledge of digital-first businesses and extensive leadership experience in operating and advising companies makes him a qualified member of our board of directors. Joe Medved, our Chief Operating Officer since January 2021, is a Partner at Lerer Hippeau and leads the firm’s secondary portfolio management practice, which includes the SB Capital and BN Capital funds for which Lerer Hippeau serves as replacement general partner, a position he has held since July 2015. Mr. Medved has spent over 20 years investing in and advising technology-enabled businesses. Prior to joining Lerer Hippeau, 123 Table of Contents Mr. Medved co-led early stage investing at SoftBank Capital. Previously, he was an early and growth stage investor with Constellation Ventures, and an investment banker with JPMorgan’s Tech, Media & Telecom group. Mr. Medved holds a BS in Finance from Boston College. Dan Rochkind, our Chief Financial Officer, Treasurer and Secretary since January 2021, is also Chief Financial Officer of Lerer Hippeau, overseeing the firm’s finances, operations and infrastructure, a position he has held since July 2019. Previously, Mr. Rochkind was the Chief Operating Officer/Chief Financial Officer of Marker LLC, a New York-based venture capital firm, from October 2012. Mr. Rochkind was also a Principal at the private equity firm Siguler Guff and a Vice President in the private equity groups at Fortress Investment Group and Goldman Sachs. Mr. Rochkind was the Business Area Controller of Private Equity for Fortress Investment Group (NYSE: FIG) during its IPO. Mr. Rochkind holds a BS in Accounting and a BA in Journalism from the University of Maryland at College Park. Stuart Freedman, one of our director nominees, is Of Counsel to Schulte Roth & Zabel LLP, a New York based law firm. Mr. Freedman was a partner at Schulte Roth for 32 years through December 2020. Mr. Freedman served as Co-Head of Schulte Roth’s Mergers and Acquisitions and Securities Practice, representing private equity firms and other financial institutions in numerous U.S. and cross border acquisitions, divestitures, debt and equity financings and IPOs, covering a wide range of industry sectors. Mr. Freedman served as principal outside counsel to Albertsons Companies Inc. and its predecessors from 2006 through 2020. Mr. Freedman holds a BA in History from Yale University and a JD from the University of Michigan. Our board of directors has determined that Mr. Freedman’s comprehensive mergers and acquisitions and securities law experience makes him a qualified member of our board of directors. Arianna Huffington, one of our director nominees, is the founder and Chief Executive Officer of Thrive Global, the founder of The Huffington Post, and the author of 15 books, including, most recently, Thrive and The Sleep Revolution. In 2016, she launched Thrive Global, a leading behavior change tech company with the mission of changing the way we work and live by ending the collective delusion that burnout is the price we must pay for success. She has been named to Time Magazine’s list of the world’s 100 most influential people and the Forbes Most Powerful Women list. Originally from Greece, she moved to England when she was 16 and graduated from Cambridge University with an M.A. in Economics. At 21, she became president of the famed debating society, the Cambridge Union. She serves on numerous boards, including Onex Corporation (TSE: ONEX), and previously served on the board of Uber Technologies, Inc. (NYSE: UBER) from August 2016 to September 2019. Our board of directors has determined that Ms. Huffington’s entrepreneurial and board experience, as well as a broad network gained from working in media, make her a qualified member of our board of directors. Greg Parsons, one of our director nominees, is the Chief Executive Officer of Semper Capital Management, an independent investment advisor specializing in structured products with a focus on mortgage-backed securities. The firm manages over $2 billion in assets. In addition to leading the business of Semper Capital, Mr. Parsons serves as Chairman of the Investment and Risk Management Committees and is also a member of the Compliance Committee. Prior to joining the firm in 2008, Mr. Parsons served as an Associate Principal at McKinsey & Company in the Financial Services Group. Mr. Parsons began his career over 22 years ago and served as a Captain and Infantry Officer in the United States Marine Corps. Mr. Parsons holds a BA in Political Science from Princeton University. Our board of directors has determined that Mr. Parsons’s financial services and advisory experience makes him a qualified member of our board of directors. We expect Mr. Parsons will serve as Chairman of the Audit Committee. Michael Walrath, one of our director nominees, is a serial investor, advisor and founder of startup and expansion stage companies. Mr. Walrath served as Chief Executive Officer and Founder of Right Media, a leading online advertising exchange, from January 2003 until its acquisition by Yahoo!. In 2007. After Right Media, Mr. Walrath co-founded the WGI Group with Jonah and Noah Goodhart, which has invested in over 75 companies since 2007, primarily in the technology space. Mr. Walrath served as Chairman of Moat, a New York–based analytics company focused on driving success for brand marketers and premium publishers, from 2009 to 2017, and he has served as a Director since November 2009 and as Chairman since March 2011 of Yext 124 Table of Contents (NYSE: YEXT), a location software company. Mr. Walrath was a recipient of the highly prestigious Ernst & Young Entrepreneur of the Year award in 2007. He and his wife Michelle created The Walrath Family Foundation, a philanthropic organization focused on social, environmental and environmental health issues. Mr. Walrath holds a BA in English from the University of Richmond. Our board of directors has determined that Mr. Walrath’s extensive experience as an entrepreneur in the technology and advertising industries, as well as his experience leading and advising high-growth companies, makes him a qualified member of our board of directors. Our management team will be supported by advisors as follows: Jonah Goodhart, one of our advisors, was the Chief Executive Officer and Co-Founder of Moat, a New York–based analytics company focused on driving success for brand marketers and premium publishers. Moat was acquired by Oracle in 2017. Jonah was one of the founding investors and board members of Right Media, a leading online advertising exchange, which was acquired by Yahoo! in 2007. He co-founded WGI Group, which has invested in over 75 companies, primarily in the technology space. Mr. Goodhart was a recipient of the prestigious Ernst & Young Entrepreneur Of The Year New York Award in 2017. Noah Goodhart, one of our advisors, along with his brother and partner Jonah, co-founded and operated Moat, which was acquired by Oracle in 2017. Mr. Goodhart was also a founding investor and board member of Right Media and co-founded WGI Group. Mr. Goodhart was a recipient of the prestigious Ernst & Young Entrepreneur Of The Year New York Award in 2017. Mr. Goodhart has also published his academic research on the role of technology in the political process. Our advisors have no written advisory agreement with us. Moreover, our advisors will not be under any fiduciary obligations to us nor will they perform board or committee functions, nor will they have any voting or decision making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our board members are subject. Accordingly, if our advisors become aware of a business combination opportunity which is suitable for any of the entities to which they have fiduciary or contractual obligations (including, if applicable, other blank check companies), they will honor their fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We may modify or expand our roster of advisors as we source potential business combination targets or create value in businesses that we may acquire. 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. 125 Table of Contents 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 of directors, 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 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. 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. 126 Table of Contents 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 . We expect Mr. Parsons will serve as chairman 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; • 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