Our directors, director nominees and officers are as follows: Name ​ ​ Age ​ ​ Title ​ Jeffrey H. Smulyan ​ ​ 73 ​ ​ Chairman and Chief Executive Officer ​ Patrick Walsh ​ ​ 53 ​ ​ President, Chief Operating Officer and Director ​ Ryan A. Hornaday ​ ​ 47 ​ ​ Executive Vice President, Chief Financial Officer and Treasurer ​ J. Scott Enright ​ ​ 57 ​ ​ Executive Vice President, General Counsel and Secretary ​ Thomas J. ‘‘Chase’’ Rupe ​ ​ 38 ​ ​ Senior Vice President, Strategy and Corporate Development ​ Stanley P. Gold ​ ​ 78 ​ ​ Director Nominee ​ Stephen Goldsmith ​ ​ 74 ​ ​ Director Nominee ​ Traug Keller ​ ​ 60 ​ ​ Director Nominee ​ Jeffrey H. Smulyan is our Chairman and Chief Executive Officer. He founded and has been the Chairman of the Board and Chief Executive Officer of Emmis Communications, a diversified operating company of media and technology businesses since 1979. He also serves on the board of directors and as Chief Executive Officer of MediaCo Holding, a recent Nasdaq-listed spin off from Emmis Communications. As principal owner, he led a group that purchased the Seattle Mariners baseball team in 1989. In his role at Emmis Communications, Mr. Smulyan built a global portfolio of media assets by acquiring 38 large market radio stations and 16 television stations during domestic deregulation of media ownership limits. Mr. Smulyan built the world’s first all-sports radio station at WFAN, New York, multicultural media icons, Power 106 in Los Angeles and Hot 97 in New York, and the groundbreaking hip hop music festival, Summer Jam. Mr. Smulyan currently serves on the board of 2021 All Star, Inc., an organization charged with courting and overseeing major sports events hosted in Indianapolis, including the NBA All Star Game, NCAA Final Four, and BCS College Football Championship, and played an important role on the Super Bowl XLVI executive committee. He is a former director of the National Association of Broadcasters, former chair of the Radio Advertising Bureau, past chair of the Central Indiana Corporate Partnership, and a member of numerous civic boards and committees. Mr. Smulyan is a cum laude graduate of the University of Southern California with a Bachelor of Arts in history and telecommunications. He earned a J.D. from the USC Gould School of Law. Mr. Smulyan continues to serve on the USC Board of Trustees, and the PAC12 Advisory Committee. Mr. Smulyan is well qualified to serve as a director due to his extensive media and technology experience. Patrick Walsh is our President, Chief Operating Officer and a member of our board of directors. He is President, Chief Operating Officer, and sits on the board of directors at Emmis Communications. Mr. Walsh also serves as President and on the board of directors of MediaCo Holding, a recent Nasdaq-listed spin off of Emmis Communications. Mr. Walsh is currently a Director of Radio Advertising Bureau and Radio Music License Committee. Mr. Walsh recently completed six year terms as a director of National Association of Broadcasters including serving as its Vice Chairman, Alumni Board of Governors at the Ross School of Business Administration at the University of Michigan, and Indianapolis 500 Festival. Prior to joining Emmis Communications, Mr. Walsh was Senior Vice President and Chief Financial Officer at iBiquity Digital (now Xperi Corporation), the developer and licenser of HD Radio technology. Mr. Walsh was instrumental in raising more than $300 million in private equity for this high tech company and assisted in building out the company’s intellectual property licensing business working closely with end customers in the consumer electronics, semiconductor and automotive industries. Earlier in his career, Mr. Walsh was a management consultant at McKinsey & Company serving many of the world’s leading financial institutions, technology firms, automakers and energy companies in a variety of CEO-agenda projects. His previous management experience includes roles at General Motors and Deloitte. Mr. Walsh earned a Bachelor of Business Administration degree in accounting and finance from the University of Michigan and a Master of Business Administration from Harvard Business School where he was a General Motors Fellow. He is a Certified Public Accountant. Mr. Walsh is well qualified to serve as a director due to his extensive media and technology experience. 114 TABLE OF CONTENTS Ryan A. Hornaday is our Executive Vice President, Chief Financial Officer and Treasurer. Mr. Hornaday has served as the Executive Vice President, Chief Financial Officer and Treasurer of Emmis Communications since 2015. Mr. Hornaday also serves as the Executive Vice President, Chief Financial Officer and Treasurer of MediaCo Holding, a recent Nasdaq-listed spin off from Emmis Communications. He also serves on the board of directors of Choices, Inc. Mr. Hornaday earned a Bachelor of Arts, Summa Cum Laude, from Ball State University. J. Scott Enright is our Executive Vice President, General Counsel and Secretary. Mr. Enright has served as the Executive Vice President, General Counsel and Secretary of Emmis Communications since 2009. He also serves on the board of directors and as Executive Vice President, General Counsel and Secretary of MediaCo Holding. Prior to joining Emmis Communications, Mr. Enright was a partner at Bose McKinney & Evans LLP. Mr. Enright earned a J.D. degree and a Master of Business Administration from Indiana University and a Bachelor of Arts in History and Political Science from St. Olaf College. Thomas J. “Chase” Rupe is our Senior Vice President, Strategy and Corporate Development. Mr. Rupe has served as the Senior Vice President, Strategy and Corporate Development of Emmis Communications since 2019. Mr. Rupe co-founded GGR Consultants, LLC, a management, general business, strategic and organizational development consulting firm, and has served as one of its partners since 2012. Mr. Rupe has been a strategic advisor of Sound That Brands since 2019 and was a strategic advisor for NextRadio and TagStation from 2015 to 2018. Mr. Rupe earned a Bachelor of Science from California Coast University and a Master of Business Administration from Concordia University Texas. Stanley P. Gold is our director nominee. Throughout his career, Mr. Gold specialized in corporate acquisitions, re-structuring, sales and financing. Mr. Gold currently serves as the Chairman of the Board of Shamrock Holdings, Inc. and is Of Counsel at Gang, Tyre, Ramer, Brown & Passman, Inc., a law firm specializing in the entertainment industry. Mr. Gold was former President and Chief Executive Officer of Shamrock Holdings, Inc. He also served as President of Shamrock Broadcasting, Inc., President and Chairman of Central Soya Company, Inc., Chairman of Enterra Corporation and Chairman of Koor Industries Ltd., Chairman of Tadiran Communications, director of the Walt Disney Company, and Ansell, Ltd. Mr. Gold received his A.B. degree in political science from University of California at Los Angeles and earned his J.D. degree from University of Southern California Law School. He also completed postgraduate work at Cambridge University in the United Kingdom. Mr. Gold is well qualified to serve as a director due to his extensive background in business and finance. Stephen Goldsmith is our director nominee. Mr. Goldsmith is a senior government and business leader with a national reputation for substantially improving public and private sector organizations by helping them achieve operational excellence in their fiscal, technological, and organizational decision-making initiatives. Mr. Goldsmith has advised corporate and government executives, including serving as Mayor of Indianapolis, Deputy Mayor of New York City for Michael Bloomberg, Professor of Urban Affairs and Director of the Data-Smart City Solutions project at Harvard’s Kennedy School, and Chief Domestic Policy Advisor to the George W. Bush presidential campaigns and Special Advisor to President G. W. Bush Nonprofit Initiatives. Mr. Goldsmith currently serves on the board of directors for Rubicon Technologies, and his past directorships include The Finish Line Inc., USIC, LLC, The Steak N’ Shake Company, and Waterfield Mortgage Company. Mr. Goldsmith also served as a director to non-profit boards, including the National Council for Public-Private Partnerships, Council for Excellence in Government, Fannie Mae Foundation, Manhattan Institute Center for Civic Innovation, and Smith Richardson Foundation. During the period since 2015 he has also been an attorney, managed a consulting firm which provided advice to technology companies and cities, specialized in infrastructure finance advising funds, acted as a senior advisor to the international law firm of Baker and McKenzie and served as a Managing Director at Loop Capital and Huron Consulting. He attended the University of Michigan, where he received a J.D. and graduated with honors. He also received an Honorary Doctor of Laws from Wabash College. Mr. Goldsmith is well qualified to serve as a director due to his extensive background in finance and business. Traug Keller is our director nominee. He is the Chief Operating Officer and Executive Vice President of America Media. He is responsible for all business, development, and audience growth operations of the organization. Prior to joining America Media, Mr. Keller served as Senior Vice President at ESPN and led ESPN Audio and the ESPN Talent Office. For ESPN Audio, Keller oversaw all aspects of the business including talent, staffing, national programming content, scheduling, and event production. ESPN Audio 115 TABLE OF CONTENTS is comprised of ESPN Radio, the country’s largest sports radio network, ESPN Deportes Radio, ESPNRadio.com, and ESPN Audio On-Demand. Earlier in his career, Keller was President of ABC Radio Networks, leading all aspects of network programming, affiliate relations, engineering, finance, research, IT, international programming, and marketing. Keller was also previously the New York sales manager for the CBS Radio Networks and held marketing and sales positions with the New York Times Company. Keller is a graduate of Boston College with a Bachelor of Arts in English and Psychology. Keller serves as a Trustee of Mustard Seed Communities, a non-profit organization dedicated to serving mentally and physically disabled orphans in countries in the Caribbean, South America and Africa. Keller served as Chairman of the Board of Mustard Seed Communities from 2009 until 2019. Mr. Keller is well qualified to serve as a director due to his extensive media and technology experience. Number and Terms of Office 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 five members. 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 a majority of at least 90% of our common stock voting at a stockholder meeting. 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. The term of office of the first class of directors, consisting of                 , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of                 , 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. Subject to any other special rights applicable to the stockholders, 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 that includes any directors representing our sponsor then on our board, or by a majority of the holders of our founder shares. Our officers are appointed 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 President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Director Independence The rules of the 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 that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). We expect to have “independent directors” as defined in the Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Stanley P. Gold, Stephen Goldsmith and Traug Keller 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 Compensation None of our officers or directors have received any 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. 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. 116 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, 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 executive 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 three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation committee will be composed solely of independent directors. 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 and the nominating and corporate governance 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 and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering. 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 initially be Stanley P. Gold, Stephen Goldsmith and Traug Keller. 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 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 registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ​ • 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 registered public accounting firm have with us in order to evaluate their continued independence; ​ 117 TABLE OF CONTENTS • 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 registered public accounting firm’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; ​ • meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public 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