Our directors, director nominees and officers are as follows: Name ​ ​ Age ​ ​ Title ​ David Simon ​ ​ 59 ​ ​ Chairman of the Board and Director ​ Eli Simon ​ ​ 33 ​ ​ Chief Executive Officer and Director ​ Brian J. McDade ​ ​ 41 ​ ​ Chief Financial Officer ​ Steven E. Fivel ​ ​ 60 ​ ​ Vice President ​ Stanley Shashoua ​ ​ 50 ​ ​ Vice President ​ Scarlett O’Sullivan ​ ​ 51 ​ ​ Director Nominee ​ Bippy Siegal ​ ​ 53 ​ ​ Director Nominee ​ Ben Weprin ​ ​ 42 ​ ​ Director Nominee ​ David Simon is our Chairman. Mr. Simon has served as Chairman of SPG since 2007, CEO of the Company or its predecessor since 1995 and President of SPG since February 2019. Mr. Simon serves as Chairman of the Supervisory Board of Klepierre, a publicly traded Paris-based European leader in shopping malls. Mr. Simon has been a director of SPG or its predecessor since its incorporation in 1993. Mr. Simon was President of SPG’s predecessor from 1993 to 1996. Mr. Simon spent five years as an investment banker at Wasserstein Perella & Company, a Wall Street firm specializing in mergers and acquisitions and leveraged buyouts, and at First Boston Corp. Recently, Mr. Simon previously served as a director of Washington Prime Group. Eli Simon is our Chief Executive Officer. Mr. Simon is Senior Vice President-Corporate Investments at Simon Property Group, Inc. Prior to joining SPG, he was Principal, Head of North American Lodging for Och-Ziff Real Estate. Mr. Simon received an undergraduate degree and an MBA from The Wharton School of the University of Pennsylvania. We believe Mr. Simon's extensive background in business, strategy and real estate operations makes him well qualified to be a member of our Board of Directors. Brian J. McDade is our Chief Financial Officer. Mr. McDade serves as SPG’s Executive Vice President, Chief Financial Officer and Treasurer. Mr. McDade joined SPG in 2007 as the Director of Capital Markets and was promoted to Senior Vice President of Capital Markets in 2013. Mr. McDade became Treasurer in 2014 and was promoted to Executed Vice President and Chief Financial Officer in 2018. Steven E. Fivel is our Vice President. Mr. Fivel serves as SPG’s General Counsel and Secretary. Mr. Fivel is also a Member of the Supervisory Board for Klepierre, a publicly traded Paris-based European leader in shopping malls. Prior to rejoining SPG in 2011 as Assistant to General Counsel and Assistant Secretary, Mr. Fivel served as Executive Vice President, General Counsel and Secretary of Brightpoint, Inc. Mr. Fivel was previously employed by MSA from 1988 until 1993 and then by SPG from 1993 to 1996. Mr. Fivel was promoted to General Counsel and Secretary in 2017. Mr. Fivel is a graduate of the Kelley School of Business at Indiana University and earned his J.D. from The John Marshall Law School. Stanley Shashoua is our Vice President. Mr. Shashoua is Chief Investment Officer for SPG and a member of the Board of Managers at SPARC Group Holdings II, LLC. He is also a member of the Supervisory Board of Klepierre, a publicly traded Paris-based European leader in shopping malls. In his past career, Mr. Shashoua held the position of Partner at HRO Asset Management LLC and Vice President at Dresdner Kleinwort & Wasserstein, Inc. Mr. Shashoua received an undergraduate degree from Brown University and an MBA from The Wharton School of the University of Pennsylvania. Scarlett O’Sullivan is our director nominee. Since September 2015, Ms. O’Sullivan has served as the Chief Financial Officer of Rent the Runway, Inc., an e-commerce business offering rental and resale of designer apparel. From 2007 to 2015, Ms. O’Sullivan was a Partner at Softbank Capital and Softbank China & India Holdings, leading venture capital investments. Prior to that, Ms. O’Sullivan spent time 113 TABLE OF CONTENTS as an investment banker at Robertson Stephens and Morgan Stanley. Ms. O’Sullivan was previously a board member of Gilt Groupe and other private E-commerce and D2C companies. Ms. O’Sullivan has received a BS in Economics from Yale University and an MBA from the Wharton School at the University of Pennsylvania. We believe Ms. O'Sullivan's significant financial and leadership experience makes her well qualified to be a member of our Board of Directors. Bippy Siegal is our director nominee. Mr. Siegal is currently Chairman of Modern Financial Inc. and Chairman and Chief Executive Officer of Raycliff Capital, LLC since 2000. As Chairman and Chief Executive Officer of Raycliff Capital, LLC since 2000, Mr. Siegal organized private equity investments in commercial and residential real estate in the United States, the United Kingdom and Israel. Mr. Siegal was an early investor in Athleta, J Brand Jeans, Stub Hub, and Royalty Pharma, and Soalge. Mr. Siegal has also been Chairman of Modern Services Corp. since 2006, is Director of Soho House Holdings Limited and is Principal of Crystal Energy Group. In addition, Mr. Siegal is a Member of The Council on Foreign Relations and a trustee of Boston University. Mr. Siegal was also Chairman of Modern Bank, N.A., from its founding in 2006 to 2017, where he had a lender’s perceptive on commercial real estate. We believe Mr. Siegal's extensive background in finance and business makes him well qualified to be a member of our Board of Directors. Ben Weprin is our director nominee. In October 2008, Mr. Weprin founded AJ Capital Partners, a private real estate company based in Chicago, Illinois, and has served as the Chief Executive Officer since. AJ Capital Partners acquires, develops and operates hospitality assets and businesses with a focus on luxury lodging investments. Mr. Weprin also founded Adventurous Journeys LP in 2008 and has served as its Chief Executive Officer since. He is also the founder of Graduate Hotels and has served as its Chief Executive Officer since its creation in 2014. Mr. Weprin has been a director of Jaws Acquisition Corp. since 2020. Mr. Weprin received an M.B.A. from Northwestern University Kellogg School of Management and a B.A. in Business Administration from University of Tennessee-Knoxville. We believe Mr. Weprin's significant financial and leadership experience makes him well qualified to be a member of our Board of Directors. 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. Prior to consummation of our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and remove members of our board of directors for any reason. Holders of our public shares will not have the right to vote on the election of directors during such time. Approval of our initial business combination will require the affirmative vote of a majority of our board directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, 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 of directors that includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares of our Class B common stock. 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 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 (including interim officers as it deems appropriate). 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, shareholder or officer of an organization that has a relationship with the company). Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in the NYSE rules and applicable SEC rules 114 TABLE OF CONTENTS prior to completion of this offering. Our board of directors has determined that each of Scarlett O’Sullivan, Bippy Siegal and Ben Weprin 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 cash 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. 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 such materials are distributed, 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 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, each of which 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 of directors 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 be Scarlett O’Sullivan, Bippy Siegal and Ben Weprin. Scarlett O'Sullivan will serve as chairperson of the audit committee. Under the NYSE 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, within one year of listing on the NYSE. We intend to appoint a third independent director within one year of listing. Each member of the audit committee is financially literate and our board of directors has determined that Scarlett O’Sullivan 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: 115 TABLE OF CONTENTS • assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent public registered accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent public registered accounting firms; ​ • 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 public registered accounting firms or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • reviewing and discussing with the independent public registered accounting firms all relationships the public registered accounting firms have with us in order to evaluate their continued independence; ​ • setting clear hiring policies for employees or former employees of the independent public registered accounting firms; ​ • 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 public registered accounting firms 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 public registered accounting 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 public registered 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 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 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 Scarlett O’Sullivan, Bippy Siegal and Ben Weprin. Bippy Siegal will serve as chairperson of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility 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; ​ 116 TABLE OF CONTENTS • reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval 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, independent 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 the NYSE and the SEC. Nominating and Corporate Governance Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee will be Scarlett O’Sullivan, Bippy Siegal and Ben Weprin. Ben Weprin will serve as chairperson of the nominating and corporate governance committee. We will adopt a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: • identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors; ​ • developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ​ • coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ​ • reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. ​ The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be d