Our officers and directors are as follows: Name Age Position Aarti Kapoor 36 Chief Executive Officer and Director Angad S. Hira 36 Chief Financial Officer and Secretary Michael Mauzé 58 Chairman of the Board of Directors Jasmin Allen 41 Director Nominee Lowell J. Singer 56 Director Nominee John Toth 51 Director Nominee Our Management Team Aarti Kapoor, Chief Executive Officer and Director Aarti Kapoor has served as our Chief Executive Officer since June 2021. Ms. Kapoor is a seasoned investment banker with 14 years of experience in financial services, spending the majority of her career covering high-growth consumer and retail companies across both M&A and capital markets transactions. Ms. Kapoor has advised several marquee brands across the consumer and retail universe including Barry's Bootcamp, Casper, Caribou Coffee, F45 Training, Flywheel Sports, Indigo Wild, LaserAway, Vega, and various others. Ms. Kapoor has been recognized by various outlets for her work in pioneering coverage of the health and wellness industry on Wall Street, listed to "Forbes 30 Under 30" in Finance, Business Insider's "Rising Stars" of Wall Street, and featured in publications by Bloomberg, ESPN, Yahoo! Finance and more. Prior to joining VMG Consumer Acquisition Corp., Ms. Kapoor was a senior investment banker at Goldman Sachs, where she built out the firm’s coverage of leisure, lifestyle and wellness companies and led the new disruptive growth coverage effort within consumer and retail investment banking. Prior to joining Goldman Sachs, Ms. Kapoor was an investment banker at Moelis & Company, where she covered consumer and retail companies and built one of Wall Street’s first coverage platforms focused on the health and wellness industry. Ms. Kapoor began her career as an investment banker at Citi covering the technology sector. Ms. Kapoor received her B.A. with Honors in Economics from Harvard College. We believe Ms. Kapoor’s expertise in financial services makes her well qualified to be our Chief Executive Officer and serve on our board of directors. Angad S. Hira, Chief Financial Officer and Secretary Angad Hira has served as our Chief Financial Officer and Secretary since March 2021. Mr. Hira currently serves as Partner and Chief Financial Officer of VMG Partners. Mr. Hira joined VMG in 2010 and is responsible for all aspects of accounting, tax, financial management, reporting, and operations. Prior to transitioning to his CFO role at VMG, Mr. Hira served on the Board of Lily’s Sweets and was a member of the investment team focusing on due diligence, deal execution, and portfolio company oversight. Prior to joining VMG, Mr. Hira was an investment banker in the mergers and acquisitions group at UBS Investment Bank. Mr. Hira received his B.S. in Commerce from the University of Virginia. We believe Mr. Hira’s extensive financial experience and history as an investment professional at VMG make him a valuable addition to our management team. Our Board of Directors Michael Mauzé, Chairman of the Board of Directors Michael Mauzé has served as our Chairman of the Board since March 2021. Mr. Mauzé co-founded VMG Partners in 2005 and currently focuses on all aspects of VMG Growth’s investment strategy, execution, and portfolio company management. Mr. Mauzé serves on the Boards of Ilegal Mezcal, Little Freddie, Spindrift and Stone Brewing and was previously on the Boards of babyganics, Bare Snacks, Justin’s, Kernel Season’s, KIND, Mighty Leaf Tea, Nature’s Bakery, Perfect Snacks, Pirate Brands, Pretzel Crisps, Smashmallow, Speck Products, Timbuk2 and Waggin’ Train. Prior to co-founding VMG, Mr. Mauzé was a Managing Director at TSG Consumer 128 Partners. Prior to joining TSG, Mr. Mauzé was an investment banker at Lehman Brothers advising consumer and retail companies in M&A and capital raising activities. Prior to joining Lehman Brothers, Mr. Mauzé was an investment banker in the mergers and acquisitions group of PaineWebber, with a special focus on consumer and retail industries. Mr. Mauzé received his A.B. in Economics from Davidson College and his M.B.A. from Columbia Business School. We believe Mr. Mauzé’s extensive leadership experience, management expertise from serving on boards of both public and private companies and deep understanding of the VMG brand make him a valuable addition to our board of directors. Jasmin Allen, Director Nominee Jasmin Allen is expected to serve as our director upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Allen currently serves as Senior Vice President and General Manager of Hennessy U.S. brand portfolio at LVMH, including Hennessy VS, Hennessy VSOP, Hennessy XO, Hennessy Black, Master Blender's Selection and the Hennessy Masterbrand. Prior to serving as SVP of Hennessy U.S., Ms. Allen held number of senior roles within LVMH at Moët Hennessy U.S., including Vice President of Moët & Chandon U.S. and Brand Director of Belvedere Vodka U.S. Prior to joining LVMH, Ms. Allen previously served as Head of Entertainment Marketing at T-Mobile and in number of brand management and marketing roles at The Coca-Cola Company. Ms. Allen received her B.S. from the McIntire School of Commerce at the University of Virginia and her M.B.A. from the Fuqua School of Business at Duke University. We believe Ms. Allen’s extensive leadership experience and management expertise and deep knowledge of the branded consumer and retail make her well qualified to serve on our board of directors. Lowell J. Singer, Director Nominee Lowell Singer is expected to serve as our director upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Singer currently serves as Chief Financial Officer of Acrisure, a fast-growing insurance broker and financial services platform. Prior to joining Acrisure, Mr. Singer was Senior Vice President, Investor Relations at The Walt Disney Company, where he served as Disney's information liaison to the investor community, as well as key advisor and resource to Disney's senior management team. Prior to joining Disney, Mr. Singer was Managing Director and Senior Research Analyst at Cowen and Company, where he provided sell-side research coverage of the entertainment, video games and cable sectors. Prior to joining Cowen, Mr. Singer was a senior research analyst at Robertson Stephens, where he led the firm's equity research of the entertainment and media sectors. Prior to joining Robertson Stephens, Mr. Singer was a brand manager with Kraft Foods, where he led the Stove Top and Kraft Salad Dressing businesses. Prior to joining Kraft Foods, Mr. Singer was a corporate finance associate at J.P. Morgan. Mr. Singer received his B.A. from Duke University and his M.B.A. from Stanford Graduate School of Business. We believe Mr. Singer’s extensive leadership experience and management expertise make him well qualified to serve on our board of directors. John Toth, Director Nominee John Toth is expected to serve as our director upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Toth is the Chief Financial Officer of BarkBox, Inc., a direct-to-consumer pet food, toys and pet care products company. Mr. Toth served as the Chief Financial Officer of BarkBox from 2016 through its transition to a public company via merger with Northern Star Acquisition Corporation in June 2021. In September 2021, Mr. Toth announced his intention to step down as CFO pending the hiring of a replacement. Prior to joining BarkBox, Mr. Toth served as Chief Financial Officer to public and private companies, including Hot Chalk, ARC Document Solutions, Bell-Carter Foods, and Fresh Express. Prior to his CFO roles, Mr. Toth was a founder and Managing Partner of Tennyson West, a boutique mergers and acquisitions advisory firm. Prior to founding Tennyson West, Mr. Toth was a senior investment banker at J.P. Morgan where he advised business services, energy and technology companies on full range of M&A and capital raising activities. Before joining J.P. Morgan, Mr. Toth was an investment banker at Goldman Sachs. Mr. Toth received his B.A. in Economics and Political Science as well as his M.A. in Economics from Stanford University. Mr. Toth currently serves on the board 129 of Phoenix Industries. We believe Mr. Toth’s extensive management and financial expertise and recent de-SPAC experience make him well qualified to serve on 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. Only holders of Class B common stock will have the right to elect directors in any general meeting held prior to or in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation relating to the rights of holders of Class B common stock to elect directors may be amended by a special resolution passed by a majority of at least 90% of our common stock voting in a general meeting. 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. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. 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 elect officers as it deems appropriate pursuant to our amended and restated certificate of incorporation. Director Independence The rules of Nasdaq 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 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. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our board of directors has determined that Jasmin Allen, Lowell Singer and John Toth are “independent directors” as defined in 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 or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000 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 our 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. 130 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 effectiveness of the registration statement of which this prospectus forms a part, we expect that 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 and a limited exception, 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. Subject to phase-in rules and a limited exception, 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. Jasmin Allen, Lowell Singer and John Toth will serve as the members and will serve as chair of the audit committee. Each of Jasmin Allen, Lowell Singer and John Toth are independent of and unaffiliated with our sponsor and our underwriters. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. , and are 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 have adopted 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 131 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; • 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 registered public 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 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; and • 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 accounting standards or rules promulgated by