Our Management Team Our Chief Executive Officer Stephen Christoffersen and our Chief Financial Officer William (Bill) Lischak collectively have over fifty years of industry and investment experience. Together with our board of directors, our team has combined decades of experience in growing and developing private and public companies across a range of sectors and industries. The team consists of Stephen Christoffersen, William Lischak, along with Ade Okunubi, Ali Jahangiri, Robin L. Smith, and Adam K. Stern as directors. We believe that the strong operating, industry and investment background of our management and directors, combined with their entrepreneurial expertise, will propel the company to identify a valuable acquisition target that can thrive in a public-listing environment. Our board members have extensive experience, having served as directors or officers for numerous publicly listed and privately-owned companies. Our directors have experience with acquisitions, divestitures and corporate strategy and implementation, which we believe will significantly benefit us as we evaluate potential acquisition or merger candidates as well as following the completion of our initial business combination. Stephen Christoffersen, CFA, our Chief Executive Officer and a Director Nominee, is an entrepreneur and investor in the financial markets and cannabis industries. As Chief Financial Officer of KushCo Holdings Inc. (OTCQX:KSHB), where he has worked since 2018, Mr. Christoffersen spearheaded KushCo’s strategic plan to right-size the business, align with the leading operators in the legal cannabis industry, and help KushCo achieve profitability for the first time in more than three years. Mr. Christoffersen led the negotiations of a definitive merger agreement between KushCo and Greenlane Holdings (NASDAQ: GNLN) which was announced March 2021 and actively led KushCo’s capital raising efforts, partnerships and strategic investments, including securing KushCo’s line of credit with Monroe Capital LLC, its partnership with C.A. Fortune, and its investment in and partnership with XS Financial, Inc., where Mr. Christoffersen currently serves as a Board member (CSE: XSF). Prior to joining KushCo, Mr. Christoffersen served as Vice President, Investment Strategist for Comerica Asset Management Inc. (NYSE: CMA), from 2017 to 2018, where he managed a $500 million equity portfolio, oversaw asset allocation and investments. During that time he also advised on M&A and fundraising initiatives for several seed and growth stage companies, such as SkinnyFats, LLC and Summit Innovations LLC. From 2015 to 2018, Mr. Christoffersen served as the Chief Financial Officer and Chief Operating Officer of Lawless Jerky, LLC, where he led its financing rounds and was the financial architect behind an exit to a strategic partnership with Monogram Foods Solutions, LLC. Mr. Christoffersen has also been active in several volunteering and philanthropic initiatives, including serving as a Math and Science tutor with the Save a Child Foundation at the YMCA Boys and Girls Club. He is also an Executive Sponsor for Project Mission Green, an initiative of The Weldon Project that advocates on behalf of currently or formerly incarcerated cannabis offenders who were sentenced to prison for nonviolent cannabis offenses. Mr. Christoffersen received his Chartered Financial Analyst designation in 2015 and holds a Bachelor of Science degree in Finance from the University of Nevada, Las Vegas. William Lischak, CPA, MST, our Chief Financial Officer and a Director, is a senior level financial executive with over 20 years of experience in the media industry. His credentials include being a CPA and having earned a master’s degree in Taxation. Mr. Lischak has extensive M&A, corporate finance, accounting, tax, and strategic planning experience. Bill has developed a strong network of relationships with commercial and investment banks, law firms, accounting firms, and consulting firms, and is known as a dynamic team player strongly committed to working with colleagues to achieve transactional and operational goals. 7 Mr. Lischak has been the Chief Executive Officer of RightsTrade, LLC since June 2020 and worked as a consultant to the company since April 2019. Concurrently, starting in February 2020, Mr. Lischak has acted as interim CFO for Johnson Management Group, a privately held television movie production company. From February 2017 to October 2018, Mr. Lischak served as interim CFO at PIXOMONDO STUDIOS Gmbh & Company KG, a multi-national visual effects company. Working in conjunction with Houlihan Lokey, Inc., Mr. Lischak managed the company through the process of preparing for, seeking, securing and concluding a majority stake sale to private equity, which closed in July 2018. From 2007 to 2015 Mr. Lischak worked with OddLot Entertainment LLC, a film and television production company founded by Gigi Pritzker, where he established the company’s position as a prominent independent production company by securing, structuring and managing corporate joint ventures and complex multi-party project financing for award winning and commercially successful films such as Hell or High Water (nominated for a Best Picture Academy Award), Ender’s Game (at the time, the largest independent film ever made, with a budget of $115 million), and Drive (which won Best Director at the Cannes Film Festival). Additionally, Mr. Lischak was instrumental in the company’s expansion into television production with National Geographic’s Genius: Einstein mini-series (based upon the Walter Isaacson biography), produced in conjunction with Ron Howard’s Imagine Entertainment. Corporately, Mr. Lischak created a multi-picture production and distribution arrangement with Lions Gate Entertainment Corporation (NYSE: LGF); spearheaded a multi-picture production and distribution arrangement with STX Financing LLC (NYSE: ESGC) in conjunction with an equity investment by Ms. Pritzker’s family office and JPMorgan Chase Bank, N.A.; and created the joint venture international sales company, Sierra/Affinity (acquired by Entertainment One Ltd. and Hasbro, Inc.). Prior to joining Oddlot Entertainment LLC, Mr. Lischak worked with First Look Media, a multi-faceted production and distribution operation. Joining the company in 1988 as CFO, Mr. Lischak later assumed the roles of COO and President and was instrumental in the development and growth of the company, including its’ merger into a SPAC. In addition to the SPAC transaction, Mr. Lischak spearheaded multiple rounds of additional capital (pre and post public company status), various corporate acquisitions and established a multitude of debt financing arrangements including both lines of credit and project financing with financial institutions including JPMorgan Chase Bank, N.A (NYSE: JPM)., Comerica, Inc. (NYSE: CMA), Merrill Lynch Wealth Management and NatWest Group, among others. During Bill’s tenure annual revenues increased from $6 million to $125 million. Mr. Lischak graduated from NYU’s Stern School of Business, where he also studied film at NYU’s Tisch School of the Arts. We believe that Mr. Lischak’s management and business experience make him well-suited to serve as a member of our board of directors. Ade Okunubi, MBA, CFA, a Director Nominee, is President of Industrial Battery Inc., an industrial battery and charger distributor and service firm. Mr. Okunubi is also a Private Equity investor in Industrial services businesses. Prior to acquiring Industrial Battery, Mr. Okunubi served as Chief Operating Officer of Techni-Tool, part of TestEquity LLC, a distributor of equipment for electronic production assembly, and Investment Associate for Arcis Equity Partners LLC, a leisure and hospitality focused private equity fund. Prior to working in private equity and in operation roles, Mr. Okunubi worked in the Mergers & Acquisitions group at Credit Suisse Group AG (NYSE: CS) and advised private equity firms and corporations on approximately $2.5 billion in transactions in the telecom, healthcare, retail and renewable energy sectors. Prior to Credit Suisse Group AG, Mr. Okunubi was a Merger Arbitrage and High Yield Credit Trader at Taconic Capital Advisors LP, a New York-based event driven hedge fund. Mr. Okunubi, a Queens, NY native, received an AB in Economics from Princeton University, and a MBA from the Harvard Business School. Mr. Okunubi is also a CFA Charter holder and member of the CFA Society of Dallas-Ft. Worth. We believe Mr. Okunubi is well qualified to serve as an independent member of our board of directors because of his management experience and his extensive financial experience as an investor. 8 Ali Jahangiri, JD, a Director Nominee, is the Founder of Opportunity Zone Expo and Opportunity Zone Magazine, and has been since 2018. He is also the founder of Eb5investors and Uglobal in 2012, which serve the investment immigration industry as the industry trade publication and one of the largest international conference series. Mr. Jahangiri is also the CEO of Outclick Media, which among the other publishing sites also manages and operates colonoscopy.com and Hotelsmag.com Mr. Jahangiri began his career practicing corporate law at Stradling Yocca Carlson & Rauth, but shifted his focus to publishing, where he pioneered multiple digital portals in healthcare and law, which were acquired in 2009 and 2011, respectively. Mr. Jahangiri also serves on the Film Commission of California and board of overseers of Loyola Law School. Mr. Jahangiri received a Bachelors degree from UC Irvine and a law degree from Loyola Law School. We believe Mr. Jahangiri is well qualified to serve as an independent member of our board of directors because of his extensive entrepreneurial experience. Robin L. Smith, MD, MBA, a Director Nominee, is a business leader, entrepreneur, medical doctor, and philanthropist uniquely positioned to assist public companies and health care systems to advance and be successful in the rapidly evolving health care industry. She is a trailblazer in the fields of regenerative medicine and predictive analytics and has focused on turnarounds, M&A and disruptive innovations driving interest and growth. From 2006 until 2015, Dr. Smith was chairman and chief executive officer of the NeoStem, Inc. (NASDAQ: NBS), where she pioneered the company’s innovative business model combining proprietary cell therapy development with successful contract development and manufacturing organization that was sold to Hitachi, Ltd. (TYO: 6501) at 8x the price at which it had been acquired. During her 9 years of tenure, the company completed five acquisitions, one divestiture and won an array of industry awards and received business recognition including a first-place ranking in the tri-state area (two years in a row), and eleventh place nationally, on Deloitte’s Technology Fast 500, and Frost & Sullivan’s North American Cell Therapeutics Technology Innovation Leadership Award. In 2015, Dr. Smith was asked to become chair of the board of directors of Mynd Analytics, Inc. (NASDAQ: MYND) and successfully turn the business around through acquisitions and divestitures and brought liquidity to investors. In 2017, she founded Spiritus Therapeutics, Inc., a company in the exosome therapeutic area. Dr. Smith has extensive experience serving on the boards of directors and board committees, including, audit, nominating and governance, compensation and science and technology committees, of multiple public companies and private companies. She serves as a director of: Sorrento Therapeutics, Inc. (NASDAQ: SRNE); Celularity, Inc. (soon to de-SPAC with NASDAQ: GXGX); Vicinity, Inc.; and, Spiritus Therapeutics, Inc. Dr. Smith has also served on the board of ServiceSource International, Inc. (NASDAQ: SREV), of Seelos Therapeutics, Inc. (NASDAQ: SEEL), Rockwell Medical, Inc. (NASDAQ: RMTI), and BioXcel Corp. Dr. Smith co-authored Cells Are the New Cure (2017) and The Healing Cell: How the Greatest Revolution in Medical History Is Changing Your Life (2013). She has also been widely recognized for her leadership in health care and as a female entrepreneur. Most recently, Dr. Smith received the Regenerative Medicine Foundation (RMF) 2019 Stem Cell and Regenerative Medicine Action Award for International Diplomacy in 2019 and the 2018 HEALinc Future Health Humanitarian Award, the Business Intelligence Group’s Woman of the Year Award in 2018 and the 2018 Gold Stevie® Award for Woman of the Year – Government or Non-Profit. In May 2016, Pope Francis awarded Dr. Smith Dame Commander with Star Pontifical Equestrian Order of Saint Sylvester Pope and Martyr. In May 2017, she was awarded the Lifetime Achievement in Healthcare and Science Award by The National Museum of Catholic Art and Library. Dr. Smith is also active in many nonprofit organizations. She is the founder, president and chairperson of the board of the Cura Foundation, a charitable organization, and a member, serves on the board of overseers of the New York University Langone Medical Center and on the board of trustees of Sanford Health. She currently serves on the board of Alliance for Cell Therapy and served on the board of the Alliance for Regenerative Medicine (ARM) Foundation, Unite to Prevent Cancer (UTPC) Foundation now OPA and on the board of trustees of the New York University Langone Medical Center and was chairperson of our board of directors of the New York University Hospital for Joint Diseases. 9 Dr. Smith received her B.A. degree from Yale University and her M.D. degree from the Yale School of Medicine. Dr. Smith holds an M.B.A. degree from the Wharton School of Business and completed the Stanford University Directors Program. In 2019, Dr. Smith received an honorary doctor of science degree from Thomas Jefferson Medical College. We believe Dr. Smith is well qualified to serve as an independent member of our board of directors because of her experience in leadership and management roles and her experience as a board member in various public companies. Adam K. Stern, a Director Nominee, is the CEO of SternAegis Ventures and has been the Head of Private Equity Banking at Aegis Capital Corp. since 2012. Prior to SternAegis, from 1997 to 2012, he was Senior Managing Director at Spencer Trask Ventures, Inc., where he managed the structured finance group focusing primarily on technology and life science companies. From 1989 to 1997, Mr. Stern was at Josephthal & Co., Inc., Members of the New York Stock Exchange, where he served as Head of Private Equity and Managing Director. He has been a FINRA licensed securities broker since 1987 and a Registered General Securities Principal since 1991. Mr. Stern has been a founding investor in numerous private and public companies and currently serves as a Director of DarioHealth Corp. (Nasdaq: DRIO) since March 2020, Organovo Holdings Inc., (Nasdaq: ONVO) since July 2020, and privately held Aerami Therapeutics, Inc. since 2014. Adam previously served on the board of directors for Matinas BioPharma Holdings, Inc. (NYSE: MTNB) from 2012-2020, and HydroFarm Holdings, Inc. (Nasdaq: HYFM) from 2018-2020. Mr. Stern graduated from the University of South Florida in 1987. We believe Mr. Stern is well qualified to serve as an independent member of our board of directors because of his experience as a board member of numerous public companies, as well as his deep financial experience as an investor. The past performance of the members of our management team and board of directors or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination or of success with respect to any initial business combination we may consummate. You should not rely on the historical record of the performance of our management team or any of its affiliates’ performance as indicative of our future performance. Business Strategy Our objectives are to generate attractive returns for stockholders and enhance value through (1) completing our initial business combination with a high-quality merger target at an attractive valuation with favorable terms for our stockholders and (2) enhancing operational performance through our team’s experience and by leveraging our expertise and the expertise of our network. We expect to favor potential target companies with certain industry and business characteristics. Key favorable industry characteristics we look for include, but are not limited to, compelling long-term growth prospects, strong secular tailwinds, and highly fragmented markets ripe for consolidation opportunities. We expect our target to possess certain business characteristics such as a leading market position, significant recurring revenue with a diversified customer base, opportunity for operational improvement, and a healthy margin profile with attractive free cash flow characteristics. As we consider specific sectors of focus, we will be guided by three key factors. First, our significant industry and operational expertise. Second, the long-term impact of the COVID-19 pandemic as an accelerant of business practices and industry changes. Finally, targeting merger candidates where conditions allow us to influence sufficiently the outcome to produce attractive economic rewards for our stockholders and stakeholders. Our target sectors may include, but are not limited to: infrastructure and environmental services; health, wellness and food sustainability; financial technology and financial services; enterprise software and SaaS; and leisure and hospitality. Our selection process will leverage our network of varied industry, investment banker, private equity and venture capital, credit fund, and lending community relationships, as well as our relationships with management teams of public and private companies, restructuring advisers, attorneys and accountants, which we believe should provide us with a number of high-quality initial business combination opportunities. We intend to deploy a proactive, thematic sourcing strategy and to focus on companies where we believe the combination of our operating experience, relationships, capital and capital markets expertise can be catalysts to change a target company and can help accelerate the target’s growth and performance. 10 Our management team and board of directors has experience in: ·sourcing, structuring, acquiring and selling businesses; ·operating companies, implementing and executing change-driven strategies, and identifying, monitoring and recruiting industry-leading talent; ·fostering relationships with sellers, capital providers and target management teams; ·negotiating transactions favorable to investors; ·executing transactions in multiple geographies and under varying economic and financial market conditions; ·improving the strategic, operational, organizational and financial effectiveness of companies; ·accessing capital markets, including financing businesses, and managing or assisting companies transitioning from private to public ownership; ·acquiring and integrating companies; and ·developing and growing companies, both organically and inorganically and expanding the product range and geographic footprint of a number of target businesses. Competitive Advantages We believe our competitive strengths include the following: ·Depth of Team and Access to Resources: We have a dedicated management team with a track record of executing on transactions, and the resources to source and evaluate a large number of potential transactions. ·Renowned board of directors: We believe that our ability to leverage the experience of our board of directors, comprising senior operating executives across multiple sectors and industries, will provide us with a distinct advantage in being able to source, evaluat