Our officers, directors and director nominees are as follows: Name Age Position Neil Jacobson 43 Chairman and Chief Executive Officer Todd Lowen 41 Chief Operating Officer and Director Michael Levitt 62 Director Nominee Ben Silverman 50 Director Nominee Tunde Balogun 32 Director Nominee Neil Jacobson, our Chairman and Chief Executive Officer since inception, is a 20 year veteran of the music business. Mr. Jacobson spent the majority of his career at Interscope Geffen A&M Records, a subsidiary of Universal Music Group, where he held positions as a publicist, Senior Vice President and Executive Vice President, and participated in the management of artists and producers such as will.i.am, Robin Thicke and Jeff Bhasker. In January 2016 Mr. Jacobson was appointed President of Geffen Records, a historic record label re-established under Interscope Geffen A&M Records, and held that position until January 2020. During his tenure as President of Geffen Records Mr. Jacobson oversaw the signing of Darkroom Records, home to Billie Elish. In January 2020, Mr. Jacobson founded Hallwood Media, an independent music management company exclusively focused on songwriters and producers. Over the last 13 months acting as a trusted advisor to artists and creators, Mr. Jacobson has helped coordinate the sale of artist catalogs for an aggregate total in excess of $100 million. For the past three years, Mr. Jacobson has been a member of the Young Presidents Organization (YPO), which serves as a global leadership community to improve lives, businesses and the world. Mr. Jacobson attended the Berklee College of Music. We believe this experience makes Mr. Jacobson well suited to serve as our Chairman and Chief Executive Officer to identify, source, negotiate and execute an initial business combination. Todd Lowen, our Chief Operating Officer and one of our directors since inception, has 20 years of experience in finance and investment. Mr. Lowen spent the majority of his career in the Equity Derivatives businesses of Lehman Brothers and Barclays Capital Inc. in New York, where he advised institutional investors, such as hedge funds and pension funds, on event driven investment strategies relating to, and including, merger arbitrage, spin-offs/splits, exchange offers, tenders, and SPACs. In September of 2016, Mr. Lowen joined Olivetree Financial, LLC as a Managing Director to further establish its U.S. Event Driven Business, building a team around similar strategies, with a particular recent focus on SPACs. Away from the office Mr. Lowen is actively involved with Success Academy Charter Schools, which help provide world class education opportunities to children from all backgrounds in New York, as well as City Harvest, a food rescue and re-distribution organization in New York City. Mr. Lowen graduated magna cum laude from Boston College with a BA in Finance. We believe Mr. Lowen is well qualified to serve as our Chief Operating Officer and as a director due to his extensive investment and management experience. Michael Levitt, one of our director nominees, brings extensive private equity, investment banking and management experience to the Company. Michael Levitt has been the Chief Executive Officer of Kayne Anderson Capital Advisors, L.P. (“Kayne”) since July 2016. Prior to joining Kayne, Mr. Levitt served as a vice chairman with Apollo Global Management, LLC (NYSE: APO) from April 2012 to May 2016. Mr. Levitt joined Apollo following Apollo’s acquisition of Stone Tower Capital LLC (“Stone Tower”), a mergers & acquisitions, corporate finance, restructuring and debt finance firm, in 2012. Mr. Levitt founded Stone Tower in 2001 and grew the firm to become a leading alternative credit manager with approximately $17 billion in credit-focused alternative assets under management at the time of its acquisition. During his tenure at Stone Tower, Mr. Levitt served as Chairman of the Board, Chief Executive Officer and Chief Investment Officer. Before founding Stone Tower, Mr. Levitt worked as a partner at the private equity firm Hicks, Muse, Tate & Furst Incorporated, where he was involved in media and consumer investments. Earlier in his career, Mr. Levitt served as the co-head of the investment banking division of Smith Barney Inc. Mr. Levitt began his investment banking career at Morgan Stanley & Co., Inc. (NYSE: MS), where he oversaw corporate finance and advisory businesses related to private equity firms and non-investment grade companies. Mr. Levitt currently serves on the board of Core Scientific, Inc, as well as the boards of Kayne Anderson Energy Infrastructure Fund Inc. (NYSE: KYN), Kayne Anderson NextGen Energy & Infrastructure Inc. (NYSE: KMF), and Kayne Anderson BDC, LLC. Mr. Levitt is also a member of the Visiting Committee of the Stephen M. Ross School of Business at the University of Michigan and the Trustee of the University of Michigan Law School’s Cook Trust. Over the years, Mr. Levitt has 98 Table of Contents worked with numerous philanthropic organizations, including Make-A-Wish Foundations of America and New York, and the New York Police and Fire Widows’ and Children’s Benefit Fund. Mr. Levitt earned a B.B.A. and J.D. from the University of Michigan. We believe Mr. Levitt is well-qualified to serve as a member of our board of directors due to his finance experience, contacts and relationships. Ben Silverman, one of our director nominees, is an entrepreneur and producer with nearly 30 years of experience in the media and entertainment industries. Since 2016 Mr. Silverman has served as the Chairman and Co-Chief Executive Officer of Propagate Content, LLC (“Propagate”), a firm founded to create and produce all forms of content for distribution across a variety of platforms around the world. Propagate’s recent credits include the Emmy-nominated “Hillary” that premiered at Sundance and Berlin and now streams on Hulu, the recently aired “Notre Dame: Our Lady of Paris” on ABC, the upcoming “Go-Big Show” on TBS and the American adaptation of The Eurovision Song Contest, as well as the unscripted “November 13: Attack on Paris,” “Haunted” and “Prank Encounters” for Netflix, and “In Search Of” and “Kings of Pain” for the History Channel. Silverman founded two acclaimed “super indies” in the media industry, Electus, LLC and Reveille Productions. Silverman founded Reveille Productions in 2002 in order to exploit international media formats in the United States. Elisabeth Murdoch’s Shine Group acquired Reveille Productions for $125 million in 2008. Mr. Silverman launched Electus, LLC in 2009, and took a leadership role in digital content, building the #1 comedy site on the internet, CollegeHumor, and extending projects to multiple platforms, including numerous digital projects and partnerships with Yahoo!, Facebook and YouTube. Prior to Electus, LLC, Mr. Silverman served as Co-Chairman of NBC Entertainment and Universal Media Studios from 2007-2009. Mr. Silverman won Emmy and Golden Globe awards for his role as a producer for “The Office” and was nominated a number of times for his role producing “The Office” and “Ugly Betty” and over the course of his career. Silverman has created and executive produced major network, cable, and digital platform hits, including Golden Globe and Peabody award-winning shows “The Office”, “Ugly Betty”, “The Biggest Loser”, and “The Tudors”, as well as hits like “Jane The Virgin” at The CW, “Marco Polo” and “Flaked” with Will Arnett and Mitch Hurwitz for Netflix, NBC’s TV commerce show “Fashion Star” and “Running Wild with Bear Grylls” on Nat Geo. Silverman has also produced feature films including “My Boyfriend’s Meds”, “Mansome” and “Hands of Stone”, the biopic of Roberto Durán starring Robert De Niro, Usher and Edgar Ramirez, which premiered at Cannes Film Festival in 2016. Mr. Silverman graduated magna cum laude from Tufts University with a B.A. in History. We believe Mr. Silverman is well-qualified to serve as a member of our board of directors due to his business experience, contacts and relationships. Tunde Balogun, one of our director nominees, is an experienced media and music industry entrepreneur. Since 2013 Mr. Balogun has served as President of LOVERENAISSANCE, LLC (“LVRN”), a diversified record label and media management company, which he co-founded. LVRN is composed of LVRN Records, LLC (a recorded music company), LVRN Publishing, LLC (a music publishing company), LVRN Mgmt, LLC (a music management company) and Kids Against Cubicles (a tv/film production company). LVRN artists include three time Grammy nominee 6lack, platinum album selling Summer Walker and Dram, amongst others. Through the management of these companies Mr. Balogun has developed a strong track record of running multi-vertical music businesses, identifying and implementing innovative strategies, and leveraging opportunities and relationships in the music and finance industries. Mr. Balogun has served on the Board of the Atlanta Creative Industries Fund for Invest Atlanta since 2017. Mr. Balogun was named to Billboard’s 40 Under 40 and Rolling Stone’s The Future 25 list and was honored at the 2019 Culture Creators awards. Mr. Balogun also serves on the Global Citizen Entertainment Advisory Board. Mr. Balogun graduated from Perimeter College at Georgia State University with a B.A. in Business Administration. We believe Mr. Balogun is well-qualified to serve as a member of our board of directors due to his industry, operational and transactional experience. Number and Terms of Office of Officers and Directors Our board of directors consists of five members and is divided into two classes with only one class of directors being elected in each year, and with each class (except for those directors elected prior to our first annual general meeting) serving a two-year term. In accordance with NYSE 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 NYSE. The term of office of the first class of directors, consisting of and , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of , and , will expire at the second annual general meeting. 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 officers as it deems appropriate pursuant to our bylaws. 99 Table of Contents 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 who, 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). 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 prior to completion of this offering. Our board of directors has determined that each of Michael Levitt, Ben Silverman and Tunde Balogun is an “independent director” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on NYSE through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our sponsor $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team. In addition, our sponsor, officers and directors, or any of 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 to our sponsor, officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 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 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 100 Table of Contents 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. Michael Levitt, Ben Silverman and Tunde Balogun will serve as members of our audit committee, and Mr. Levitt will chair 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. Each of Michael Levitt, Ben Silverman and Tunde Balogun meets the independent director standard under NYSE listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Levitt 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 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 independent registered public accounting firm has with us in order to evaluate their continued independence; • 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 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 transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; • 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 a