Our officers, directors and director nominees are as follows: Name Age Position Dr. Donald G. Basile 55 Chairman and Co-Chief Executive Officer Dixon Doll, Jr. 52 Co-Chief Executive Officer John C. Small 52 Chief Financial Officer Dixon Doll 78 Senior Director Nominee Kevin Conroy 61 Director Nominee Atiq Raza 71 Director Nominee Arun Abraham 39 Director Nominee Amal Johnson 68 Director Nominee Dr. Donald G. Basile has served as our Chairman and Co-Chief Executive Officer since inception. Since August 2020, Dr. Basile also serves as Chairman and Co-Chief Executive for Roman DBDR I. Officer Dr. Basile has also served as an executive officer and director at Monsoon Blockchain Corporation since November 2019 and as a director of GIBF, GP Inc. since September 2018. Dr. Basile previously served as a director of Violin Memory, Inc. from April 2009 to January 2014 and as its Chief Executive Officer from April 2009 to December 2013. He also served as Chief Executive Officer of FusionIO from January 2008 to March 2009 and as its Chairman from July 2006 to March 2009. Dr. Basile previously worked at AT&T Bell Labs, IBM, United Health Group and Lenfest Group (acquired by Comcast) and served as Managing Director of Raza Foundries and Vice President of Raza Microelectonics (RMI). Dr. Basile received a Ph.D. degree in Electrical Engineering with a focus on distributed computing from Stanford University, a MS in Electrical Engineering focused on advanced computer architecture from Stanford University and a BS in Electrical Engineering with a minor in economics from Rensselaer Polytechnic Institute. We believe Dr. Basile is well qualified to serve as a member of our board of directors due to his depth of investment experience and vast network of relationships. Dixon Doll, Jr. has served as our Co-Chief Executive Officer since inception. Mr. Doll is currently also the Co-Chief Executive Officer of Roman DBDR I since August 2020, the Chief Executive Officer and Chairman of DBM Cloud Systems, Inc. since January 2016 and the Managing Director of Longstreet Ventures, Inc. since January 2003. From July 2009 to January 2014, Mr. Doll served as the Chief Operating Officer and as a director of Violin Memory, Inc. He has also previously worked as the Senior Vice President of Sales and Corporate Development at FusionIO from February 2008 to February 2009, as the Vice President of Corporate Development of NEON from May 1998 to July 2001 and as Vice President of Corporate Development of Recourse Technologies from July 2001 to August 2002. In addition, he was a Business Development Manager at Oracle Alliances Division from September 1994 to May 1998. Mr. Doll has previously served as a consultant to Oak Investment Partners, GTGR, Carlyle Group and DCM. He also is a partner at Birchwood Partners, an angel fund that helps early stage companies launch. Mr. Doll is the son of Dixon Doll, one of our director nominees. Mr. Doll holds a bachelors of arts from Georgetown University and has been a member of the board of advisors to the dean of the College of Liberal Arts since 2012. He holds an MBA from The University of Michigan. John C. Small has served as our Chief Financial Officer since inception. Mr. Small also serves as the Chief Financial Officer of Roman DBDR I since August 2020 and the Chief Operating Officer of Diamond Standard since January 2021. He served as the Chief Operating Officer and Chief Financial Officer of Quanterra Capital Management LP from May 2019 until December 2020. He served as the Chief Operating Officer of Mode Media from April 2016 to September 2016, and the Chief Financial Officer of Viggle, Inc. (Nasdaq: VGGL) from September 2012 to October 2015. He served as Senior Vice President of Finance for Tsunami XR from October 2016 to May 2019. Mr. Small joined GLG Partners in 2000 as a Senior Asset Manager responsible for Telecom, Media, Technology and Renewable Energy investments for the GLG North American Opportunity Fund and served as the President of the GLG North America office from April 2000 to August 2011. He worked as a 114 Table of Contents Telecom and Media analyst at Ulysses Management from January 1997 to March 2000 and as a Telecom analyst at Odyssey Partners from March 1996 to January 1997. He also worked as an equity research analyst at Dillon Read (from January 1992 to September 1993) and Morgan Stanley (from October 1993 to February 1996). Mr. Small has previously served as a director of Loyalty Alliance, Inc., PayEase Ltd., INFINIA Corporation, ViSole Energy, Inc., New Millennium Solar Equipment Co, ShortList Media Ltd, DraftDay Inc., and Spinvox Ltd. Mr. Small received a BA in Economics concentrating in International Relations from Cornell University. Dixon Doll will serve as a Senior Director as of the effective date of the registration statement of which this prospectus forms a part. Mr. Doll also has served as a senior director for Roman DBDR I since November 2020 and also as an independent director for Prime Impact Acquisition I, a blank check company, since September 2020. Mr. Doll currently serves on the Advisory Board for the Stanford Institute for Economic Policy Research Institute (SIEPR). Previously, Mr. Doll served as the Chairman of Network Equipment Technologies (NWK) and as a director of DIRECTV (DTV). Mr. Doll was elected to the Board of the National Venture Capital Association in 2005 and served on the Executive Committee and as Chairman from 2008 to 2009. Mr. Doll led DCM Ventures’ investments in About.com (acquired by The New York Times Co.), @Motion (acquired by Openwave), Clearwire (Nasdaq: CLWR), Coradiant (acquired by BMC), Force10 Networks (acquired by Dell), Foundry Networks (Nasdaq: FDRY), Internap (Nasdaq: INAP), Ipivot (acquired by Intel), and Neutral Tandem (Nasdaq: TNDM). He previously served on the board of directors of Direct TV. He is a Board Member of Papal Foundation Rome and the University of San Francisco. He received his B.S. degree (cum laude) from Kansas State University and M.S. and Ph.D. degrees in Electrical Engineering from the University of Michigan, where he was a National Science Foundation scholar. Mr. Doll is the father of Dixon Doll, Jr., our Co-Chief Executive Officer. We believe that Mr. Doll is well qualified to serve as a member of our board because of his extensive investment, his service as a current and former director of public companies, and his vast network of relationships. Atiq Raza will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Since December 2014, Mr. Raza has served as the Chairman of Virsec Systems, Inc. and previously served as the CEO of Virsec Systems, Inc. from December 2014 to June 2020. Mr. Raza is an industry veteran and has been working in engineering leadership and senior management positions for the past thirty-two years. Mr. Raza was the founder, Chairman and CEO of RMI, which was acquired by NetLogic, which in turn was acquired by Broadcom on the strength of the RMI processor. Prior to this role, Mr. Raza served was Chairman and CEO of NexGen, the first company to challenge Intel in microprocessors. NexGen became a public company and subsequently was acquired by AMD, where Mr. Raza became the President and COO of AMD and served on its Board of Directors. Mr. Raza holds a Bachelor’s degree in Physics from Punjab University, a BS with Honors degree in Electrical Engineering from the University of London, and a MS degree in Materials Science & Engineering from Stanford University. We believe Mr. Raza is well qualified to serve as a member of our board due to his previous executive leadership and vast business knowledge. Arun Abraham will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Mr. Abraham also has served as an independent director for Roman DBDR I since November 2020, and he served as chairman of the audit committee for Roman DBDR I from November 2020 to December 2020. Mr. Abraham is a managing director at M. Klein and Company, a global strategic advisory firm, where he helps source, evaluate and execute transactions for various special purpose acquisition companies (SPACs) sponsored by M. Klein. Since joining M. Klein and Company in July 2017 to April 2021, Mr. Abraham also advised and helped execute M&A, capital markets and SPAC-related transaction for clients, including technology, FinTech, media, sports and other companies and select financial sponsors, sovereign wealth funds and other large private investors. Previously, Mr. Abraham was an investment banker at Lazard Frères & Co. from August 2016 to June 2017 and at Evercore Partners from May 2013 to August 2016, where he advised technology, media, FinTech, healthcare and other leading global companies and investors. From 2007 to 2011, he served as an attorney at Cadwalader, Wickersham & Taft and is a member of the New York State Bar. Mr. Abraham holds an MBA from 115 Table of Contents the University of Chicago Booth School of Business, a J.D. from USC Law School and a B.A. from Yale University. We believe Mr. Abraham is well qualified to serve as a member of our board of directors due to his depth of experience with strategic investments, M&A and SPAC transactions including with companies in the technology sector, capital markets experience, and his broad network of relevant investor, financial and technology industry relationships. Amal Johnson will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Ms. Johnson has served on the board of directors of Intuitive Surgical Inc. (NASDAQ: ISRG), a company specializing in robotic assisted surgery and minimally-invasive cares since April 2010, CalAmp (NASDAQ: CAMP), a global technology provider of real time mobile asset management solutions since December 2013, and Essex Property Trust Inc. (NYSE: ESS), a real estate investment trust that acquires, develops and manages multifamily apartment communities since February 2018. Ms. Johnson has also served as an advisor to Illuminate Ventures, an early stage Silicon Valley technology fund since 2009. From March 2012 to December 2017, Ms. Johnson was a member of the Board of Directors of Author-it Software Corporation, a privately held SaaS company that provides a platform for creating, maintaining and distributing single-sourced technical content, and Executive Chairman from March 2012 to October 2016. Prior to joining Author-it Software, Ms. Johnson led MarketTools, Inc., another SaaS company, as Chief Executive Officer from 2005 to 2008, and then as Chairman of the Board until the company was acquired in January 2012. Prior to MarketTools, Ms. Johnson was a general partner at Lightspeed Venture Partners, focusing on enterprise software and infrastructure, from 1999 to 2004. Previously, Ms. Johnson was President of Baan Supply Chain Solutions, Baan Affiliates, and Baan Americas, from 1994 to 1999. Prior to that, Ms. Johnson served as President of ASK Manufacturing Systems from 1993 to 1994 and held executive positions at IBM from 1977 to 1993. Ms. Johnson holds a B.A. in Mathematics from Montclair State University and studied Computer Science at Stevens Institute of Technology graduate school of engineering. We believe Ms. Johnson is well qualified to serve as a member of our board due to her prior public board experience, extensive business knowledge and vast network of relationships. Kevin Conroy will serve as one of our directors as of the effective date of the registration statement of which this prospectus forms a part. Since 2018, Mr. Conroy has served as the Founder and CEO of ConroyMedia, where he focuses on providing consulting and advisory services to help accelerate growth of early-stage and high-growth companies. Mr. Conroy also is also an industry advisor at Madison Dearborn Partners. He was previously, from 2016 to 2018, President of Digital and New Platforms at Metro-Goldwyn-Mayer (“MGM”). Prior to joining MGM, he was Chief Strategy and Data Officer, and President of Digital and Enterprise Development at Univision Communications, Inc. from 2009 to 2016. From 2001 to 2009, he served in a variety of senior programming, product and marketing roles at AOL LLC, most recently as AOL’s Executive Vice President of Global Products and Marketing. From 1995 to 2001, Mr. Conroy served in a number of roles with Bertelsmann AG, including as Chief Marketing Officer & President, New Technology, BMG Entertainment. Mr. Conroy has significant global experience in advertising and media with particular expertise in the Internet and online and mobile media businesses. He has led large global efforts to build consumer websites and software applications and has managed a number of popular Internet brands, and has been at the center of the evolution of digital media from the introduction of the enhanced CD to HDTV to the mass adoption of the web and mobile platforms. Mr. Conroy is also a director of Mattress Firm, and he has previously served as a director at Newell Brands, Sotheby’s and Debenhams. Mr. Conroy holds a B.A. in Government from Bowdoin College. We believe Mr. Conroy is well qualified to serve as a member of our board due to his previous executive leadership and vast business and media industry knowledge and network of relationships. Strategic Advisors James L. Nelson will serve as a strategic advisor to the company as of the effective date of the registration statement of which this prospectus forms a part. In his role as strategic advisor, we expect Mr. Nelson will provide assistance with respect to the Company’s search for and consideration of potential initial business 116 Table of Contents combinations. Mr. Nelson has served as the Chief Executive Officer of Global Net Lease, Inc., a publicly traded real estate investment trust, since July 2017 and has been a director of the company since March 2017. Mr. Nelson also currently serves as an independent director and chairman of the audit committee for Roman DBDR I. He has served as a director and audit committee member of Xerox Holdings Corporation since May 2021. In addition, Mr. Nelson served as a director of Herbalife Nutrition Ltd. from 2014 to 2020 and was elected lead director in July 2019. He recently was a director and member of the audit committee of Caesars Entertainment Corporation, a casino-entertainment company, from March 2019 until October 2020. Mr. Nelson was previously a director and member of the audit committee of Icahn Enterprises GP from June 2001 to March 2019. Mr. Nelson previously served as CEO of Orbitex Management, a financial services company and CEO of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management firm. His previous director positions include membership on the boards of directors of American Entertainment Properties, Tropicana Entertainment, and Take Two Interactive Software. Alan Clingman will serve as a strategic advisor as of the effective date of the registration statement of which this prospectus forms a part. In his role as strategic advisor, we expect Mr. Clingman will provide assistance with respect to the Company’s search for and consideration of potential initial business combinations. Mr. Clingman also has served as an independent director for Roman DBDR I since November 2020. Since January 2008, Mr. Clingman has served as the founder and Chief Executive Officer of Yellow River Asset Management. He has also served as the co-founder of LRG Energy since February 2018. Mr. Clingman started his first business, Coal & Carbon Industries, in 1981 and purchased AIOC, a small commodities trading company in New York, in 1988. He also served as the CEO and Chairman of Marquis Jet from March 2001 to April 2003 and founded Cortiva Education from November 2003 to January 2007, which was acquired by Steiner Leisure (NASDAQ: STNR). Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. 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 Kevin Conroy and Amal Johnson will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Dixon Doll and Atiq Raza, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Dr. Donald G. Basile and Arun Abraham, will expire at the third annual meeting of stockholders. 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, other than the Chairman of the Board which is appointed to a three year term and can only be removed for cause. 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 Chairman of the Board, one or more Chief Executive Officers, Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 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 117 Table of Contents 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. Our board of directors has determined that Messrs. Conroy, Raza, Johnson and Abraham are “independent directors” as defined in the Nasdaq 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 has received any cash compensation for services rendered to us. Commencing on the date of this prospectus, we have agreed to pay our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals 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 combina