Our directors, director nominees and executive officers are as follows: Name ​ ​ Age ​ ​ Title ​ Benjamin E. Black ​ ​ ​ ​ 36 ​ ​ ​ Chief Executive Officer and Director ​ Benjamin Fader-Rattner ​ ​ ​ ​ 39 ​ ​ ​ President and Director ​ Anthony Martucci ​ ​ ​ ​ 48 ​ ​ ​ Chief Financial Officer and Secretary ​ Michael Abt ​ ​ ​ ​ 58 ​ ​ ​ Chairman Nominee ​ Omar Johnson ​ ​ ​ ​ 46 ​ ​ ​ Lead Director Nominee ​ Makan Delrahim ​ ​ ​ ​ 51 ​ ​ ​ Director Nominee ​ Dhiren Fonseca ​ ​ ​ ​ 56 ​ ​ ​ Director Nominee ​ Dominique Mielle ​ ​ ​ ​ 52 ​ ​ ​ Director Nominee ​ Benjamin E. Black — Mr. Black serves as our Chief Executive Officer and Director. Mr. Black is the Founder and Managing Partner of Fortinbras Enterprises LP, a Special Situations investment fund founded in October 2020. Prior to Fortinbras, Mr. Black was Senior Portfolio Manager at Knowledge Universe Holdings where he ran a portfolio of investments across the capital structure with a focus on credit. Mr. Black was a co-founder of biotech-focused venture capital firm, OCV, where he also served as COO & CFO at portfolio investments. Previously Mr. Black worked in Private Equity at Apollo Global Management and was an Attorney at Sullivan & Cromwell. He began his career in Technology, Media & Telecom banking at Goldman Sachs & Co. Mr. Black holds a JD/MBA from Harvard University, an LLM in Taxation from New York University School of Law, and received a B.A. in History, cum laude, from The University of Pennsylvania. Mr. Black is a member of the New York Bar Association, and serves on the Board of Directors of WeConnect Health Management, Huddle House, Phaidon Press, Dogpound Gym and the Melanoma Research Alliance. Benjamin Fader-Rattner — Mr. Fader-Rattner serves as our President and is a Director. Mr. Fader-Rattner is Managing Member of Space Summit Capital LLC, a hedge fund which he founded in January 2021. Prior to Space Summit Capital, Mr. Fader-Rattner was a Managing Director at Canyon Partners from 2008 to 2020 where he led investments across the capital structure in several industries including retail and consumer. At Canyon Mr. Fader-Rattner served on various ad hoc creditor steering committees across multiple industries including in retail and consumer companies such as Guitar Center, Boardriders, JC Penney and Red Lobster. Prior to Canyon, Mr. Fader-Rattner was an analyst at Glenview Capital in 2007 where he invested primarily in debt opportunities. Prior to Glenview, Mr. Fader-Rattner was an associate at The Carlyle Group from 2005 to 2007 where he focused on leveraged buyout transactions and an analyst at Bear, Stearns & Co. Inc., from 2003 to 2005. Mr. Fader-Rattner received a B.S. in Economics, summa cum laude, from The Wharton School at the University of Pennsylvania. We believe that Mr. Fader-Rattner is well qualified to serve as a director due to his extensive background in finance and business. Anthony Martucci — Mr. Martucci serves as our Chief Financial Officer and Secretary. Mr. Martucci joined Fortinbras in January 2021. Prior to joining Fortinbras, Mr. Martucci was a Managing Director; Global Head of Operations at Apollo Global Management Inc., which he joined in 2008. From 2002 to 2008, Mr Martucci was a Managing Director — Global Head of Operations, Fund Accounting and Finance at Marathon Asset Management, LLC. Before joining Marathon, Mr Martucci worked at Deutsche Bank in Global Equity Prime Brokerage. Earlier in his career, Mr. Martucci worked at PricewaterhouseCoopers in their Capital Markets Assurance and Business Advisory Practice and at Miller, Ellin & Company, CPA’s. Mr. Martucci graduated from the State University of New York College at Oneonta, with a BS in accounting and business economics. Michael Abt — Mr. Abt is our Chairman nominee. Mr. Abt has served as the President and Chief Executive Officer of Ascent Hospitality Management which operates Huddle House Inc., and Perkins Restaurant and Bakery, since September 2012. Prior to that, Mr. Abt was Executive Vice President of Operations of Arby’s Restaurant Group from 2005 to 2010. From 1993 to 2005, Mr. Abt was President and Partner of RTM Restaurant Group. He graduated from Texas State University in 1986 with a B.B.A. in Finance. We believe Mr. Abt is well qualified to serve as Chairman due to his extensive background in finance and business. 105 TABLE OF CONTENTS Omar Johnson — Mr. Johnson is our lead director nominee. Mr. Johnson founded ØPUS United in January 2018, a modern brand management company comprised of a multi-disciplined collective of award-winning executives, athletes, strategists, creatives, and musicians, who understand the anatomy of world-class brands. Through his work with ØPUS United, Mr. Johnson has also been actively involved in developing initiatives, such as We The People and We Got Next, and authored Dear White Corporate America to encourage conversations around racial equity and the empowerment of younger generations to take action through polling, voting, and representation within the government. Prior to founding ØPUS United, Mr. Johnson was the VP of Marketing at Apple. From October 2012 to October 2016, he served as the CMO of Beats by Dr. Dre, leading all facets of marketing, ranging from brand development and positioning to advertising and global digital marketing. Under Johnson’s tenure, Beats grew from $20 million to a $2.0 billion dollar category leader, becoming the #1 premium headphone in over 25 countries, which led to the subsequent purchase by Apple for $3 billion in 2014. Adweek named Mr. Johnson a “Brand Genius,” and Business Insider named him one of the “Most Innovative CMOs” in 2016. Additionally, Mr. Johnson has worked on hundreds of winning marketing campaigns while at international brands such as Nike, Coca-Cola, Kraft Foods, and Campbell Soup. Mr. Johnson received a BS in Biology and Chemistry from Georgia State University and an MBA from Emory University. We believe that Mr. Johnson is well qualified to serve as lead director due to his innovation in the space of marketing and brand management and his extensive business experience. Makan Delrahim — Mr. Delrahim is our director nominee. Makan Delrahim is an adjunct lecturer in law at the University of Pennsylvania School of Law. Previously, he served as the 35th Assistant Attorney General for the Antitrust Division of the United States Department of Justice following his confirmation by the United States Senate in September 2017. Mr. Delrahim’s legal background covers a wide range of industries and issues including antitrust, media, communications and technology, and he is a former partner and co-chair of the antitrust practice of a national law firm. From 2003 to 2005, Mr. Delrahim served in the Antitrust Division as a Deputy Assistant Attorney General for Appellate, International, and Policy, working on the Attorney General’s Task Force on Intellectual Property and as Chairman of the Merger Working Group of the International Competition Network. Separately, Mr. Delrahim served as a Commissioner on the Antitrust Modernization Commission from 2004 to 2007. Earlier in his career, Mr. Delrahim served first as intellectual property and antitrust counsel, and later as the Staff Director and Chief Counsel of the U.S. Senate Judiciary Committee. Mr. Delrahim holds a B.S. from UCLA, a J.D. from George Washington University Law School, and a M.S. in Biotechnology from Johns Hopkins University. We believe that Mr. Delrahim is well qualified to serve as a director due to his extensive background in government and business. Dhiren Fonseca — Mr. Fonseca is our director nominee. Mr. Fonseca is the Chief Executive Officer and President of RentPath, Inc. and is an Advisor at the private equity partnership Certares, LP and has been since April 2014. Previously he served as Chief Commercial Officer for Expedia, Inc., an online travel company, from 2012 until April 2014. Prior to his role as Chief Commercial Officer, he served as Expedia’s Co-President, Partner Services Group, as Senior Vice President, Corporate Development and Strategy, and as Vice President, Corporate Development Strategy. Prior to Expedia, Mr. Fonseca was a longtime employee of Microsoft Corporation, a provider of software, services and solutions, and a member of the management team responsible for creating Expedia.com in 1996, while still part of Microsoft Corporation. Mr. Fonseca serves on the board of directors of Alaska Air Group, and is a member of the Alaska Air Group Audit Committee, Rackspace Technology, and is a member of the Rackspace Technology Audit Committee, Diamond Resorts, Redbox and RentPath, Inc., and previously served on the board of directors of Caesars Acquisition Company and HotelTonight. We believe that Mr. Fonseca is well qualified to serve as member of our board of directors because of his experience as a company executive and because of his experience serving on the boards of multiple companies. Dominique Mielle — Ms. Mielle is our director nominee. Ms. Mielle was a partner at Canyon Capital Advisors, LLC (“Canyon”) from August 1998 to December 2017, where she primarily focused on stressed and distressed investments in the transportation, technology, retail, and consumer product sectors. She also led Canyon’s CLO business. Ms. Mielle has played key roles in complicated bankruptcies, serving as a leading creditors’ committee member for Puerto Rico, and as a restructuring committee member for various U.S. airlines in the wake of the September 11 attacks. She was a director and the audit committee chair for PG&E during its bankruptcy process and emergence, and currently serves on the boards of Anworth Mortgage Asset Corporation (ANH), Studio City International (MSC), Tiptree Inc. (TIPT), and Digicel Group. Ms. Mielle graduated from Stanford University Graduate School and HEC Paris. We believe that Ms. Mielle is well qualified to serve as a director due to her extensive background in finance and business. 106 TABLE OF CONTENTS 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 seven 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 Benjamin Black, Benjamin Fader-Rattner and Michael Abt, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Dhiren Fonseca and Dominique Mielle will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Makan Delrahim and Omar Johnson 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 NYSE 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 NYSE’s rules and applicable SEC rules prior to completion of this offering. Our board has determined that each of Dhiren Fonseca, Omar Johnson, Dominique Mielle and Makan Delrahim is an independent director under applicable SEC and NYSE 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. We may engage an affiliate of our sponsor as our lead financial advisor in connection with our initial business combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. 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 107 TABLE OF CONTENTS 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 the NYSE 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 the NYSE 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 Dhiren Fonseca, Dominique Mielle and Makan Delrahim, and Dominique Mielle will serve as chairperson 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 and has accounting or related financial management expertise. Each of Dhiren Fonseca, Dominique Mielle and Makan Delrahim are independent. 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 auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; ​ ▪ 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 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; ​ ▪ obtaining and reviewing a report, at least annually, from the independent auditors 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; ​ ▪ meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ​ ▪ 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 auditors, 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