Argus Capital Corp. - Annual Report: 2021 (Form 10-K)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		86-3426828
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
3 Columbus Circle, 24th Floor, New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Title of Each Class:		Trading Symbol(s)		Name of Each Exchange on Which Registered:
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant		ARGUU		The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share		ARGU		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share		ARGUW		The Nasdaq Stock Market LLC

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
Emerging growth company		☒

Some of the statements contained in this Annual Report on Form may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form may include, for example, statements about:

On September 24, 2021, we consummated our initial public offering (the “Public Offering”) of 30,475,000 units, including the issuance of 3,975,000 units as a result of the underwriters’ exercise of their over-allotment option in full. Each unit consists of one share of Class A common stock and redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $304,750,000. Prior to the consummation of the Public Offering, on April 29, 2021, our sponsor received 11,500,000 founder shares in exchange for a capital contribution of $25,000, or $0.002 per share. On July 21, 2021 and August 26, 2021, our sponsor returned to us for cancellation, at no cost, 2,875,000 and 1,437,500 founder shares, respectively, and on September 21, 2021, we effected a stock dividend of 0.06 shares for each founder share then outstanding, resulting in an aggregate of 7,618,750 founder shares outstanding and held by our sponsor (up to 993,750 of which were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part). In connection with the underwriters’ exercise of their over-allotment option in full prior to the closing of the Public Offering, on September 24, 2021, none of the 7,618,750 founder shares were forfeited.

Upon the closing of the Public Offering and the Private Placement, $310,845,000 was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (i) the completion of the Company’s initial business combination within 18 months from the closing of the Public Offering, or March 24, 2023 (such period, the “Combination Period”); (ii) the redemption of any of the shares of Class A common stock included in the units sold in the Public Offering to amend the Company’s amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within the Combination Period (defined below) or with respect to any other material provisions relating to stockholders’ rights or business combination activity or (iii) the redemption of 100% of public shares if the Company is unable to complete a business combination within the Combination Period. The proceeds held in the Trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule under the Investment Company Act which invest only in direct U.S. government treasury obligations. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of its public stockholders.

While we may pursue an initial business combination opportunity in any industry or sector, we intend to focus on businesses in the media/entertainment/sports industry including digital streaming, mobile gaming/interactive entertainment, digital media including advertising/marketing technology, health and wellness/lifestyle, live events/experiential consumer-facing technology, and related industries which can capitalize on our management team’s expertise. Our management team, led by Joseph R. Ianniello and Marc DeBevoise, has established global relationships and has extensive experience in identifying and executing proprietary strategic investments in these sectors.

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business combination.

If we conduct redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), we will, pursuant to our Charter: (a) conduct the redemptions pursuant to Rule and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and (b) file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Our Charter provides that we will have until March 24, 2023 to complete our initial business combination. If we are unable to complete our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by March 24, 2023.

We are required to file Annual Reports on Form and Quarterly Reports on Form with the SEC on a regular basis, and are required to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov. In addition, the Company will provide copies of these documents without charge upon request from us in writing at 3 Columbus Circle, 24th Floor, New York, NY 10019 or by telephone at (212)

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form and the final prospectus associated with the Public Offering filed on September 23, 2021 (Nos. and (the “Prospectus”) before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, our Charter provides that we will only redeem our public shares so long as such redemption would not cause our Class A common stock to be considered “penny stock” (as such term is defined in Rule under the Exchange Act). This may require us to not redeem the public shares, or not close our initial business combination, if it would result in us having less than $5,000,001 in net tangible assets unless another exemption from the definition of “penny stock” is available. Additionally, a net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our Class A common stock to be considered “penny stock” (as such term is defined in Rule under the Exchange Act) or cause us to not satisfy a closing condition, each as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities,

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

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may significantly dilute the equity interest of investors in the Public Offering;

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may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

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could cause a change in control if a substantial number of shares of Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

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our inability to pay dividends on our Class A common stock;

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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

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solely dependent upon the performance of a single business, property or asset, or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

The founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on a basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than basis. This is different than some other similarly structured special purpose acquisition companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.

In addition, certain of our officers and directors currently sponsor and/or serve as officers or directors of, and our sponsor, officers and directors may in the future sponsor and/or serve as officers or directors of, other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they are or may become involved. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a basis.

Our public stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or with respect to any other material provisions relating to stockholders’ rights or business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 18 months from the closing of this offering, subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination within 18 months from the closing of this offering is not completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond 18 months from the closing of this offering before they receive funds from our Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

Our units, Class A common stock and warrants are listed on Nasdaq. We cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a $50 million market value of listed securities, 1.1 million publicly available shares, a $15 million market value of publicly held shares and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, the market value of listed securities would be required to be at least $75 million, we would need to have 1.1 million publicly available shares and $20 million of market value of unrestricted publicly held shares, and we would be required to have a minimum of 400 holders (with at least 50% of such round lot holders holding securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an market. If this were to occur, we could face significant material adverse consequences, including:

The difference between the public offering price per share (allocating all of the unit purchase price to the share of Class A common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in the Public Offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of the Public Offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders incurred an immediate and substantial dilution of approximately 104.8% (or $10.48 per share, without taking into account the exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $(0.48) and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of shares of Class A common stock on a greater than basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us for cash so long as they are held by their initial purchasers or their permitted transferees.

We issued 15,237,500 warrants as part of the units offered in the Public Offering and 9,626,667 warrants in the Private Placement. We expect to account for both the warrants underlying the units offered by this prospectus and the private placement warrants as a warrant liability. At each reporting period (1) the accounting treatment of the warrants will be reevaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public and private warrants will be and the change in the fair value of the liability will be recorded as other income (expense) in our income statement of operations. Such accounting treatment may adversely affect the market price of our securities. In addition, changes in the inputs and assumptions for the valuation model we use to determine the fair value of such liability may have a material impact on the estimated fair value of the embedded derivative liability. The share price of our Class A common stock represents the primary underlying variable that impacts the value of the derivative instruments. Additional factors that impact the value of the derivative instruments include the volatility of our share price, discount rates and stated interest rates. As a result, our financial statements and results of operations will fluctuate quarterly, based on various factors, such as the share price of our common stock, many of which are outside of our control. In addition, we may change the underlying assumptions used in our valuation model, which could result in significant fluctuations in our results of operations. If our share price is volatile, we expect that we will recognize gains or losses on our warrants or any other similar derivative instruments in each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our common stock. In addition, potential targets may seek a special purpose acquisition company that does not have warrants that are accounted for as a liability, which may make it more difficult for us to consummate an initial business combination with a target business.

Each unit contains of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.

Following the Public Offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the outbreak. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

This provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits and result in increased costs to warrant holders to bring a lawsuit. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

As previously reported on its Current Report on with the SEC on March 22, 2022, the Audit Committee of the Board of Directors of the Company, after discussion with the Company’s management, concluded that the Company’s financial statement and related footnote disclosures as of September 24, 2021 filed in the IPO Balance Sheet Form errors relating to the accounting for Class A common stock subject to redemption which were initially presented as temporary equity outside of the stockholders’ equity (deficit) section of the Company’s balance sheet in accordance with ASC 480 at $10.00 per share. It has been determined that the Class A common stock should have been recorded at full redemption value of $10.20 per share and accretion associated with the Class A common stock subject to redemption should be adjusted accordingly. In light of these errors, it was determined that the IPO Balance Sheet should be restated in this Annual Report on Form In connection with the restatement of our financial statement in this Annual Report, management identified a material weakness in our internal control over financial reporting.

ASSETS:
Current assets:
Cash		$	1,230,768
Prepaid expenses			907,988
Total current assets			2,138,756
Cash and investments held in Trust Account			310,877,919
Total Assets		$	313,016,675
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT:
Current liabilities:
Accounts payable and accrued expenses		$	1,059,424
Accrued franchise tax			97,310
Total current liabilities			1,156,734
Warrant liabilities			13,426,650
Deferred underwriting compensation			10,666,250
Total Liabilities			25,249,634
Commitments and Contingencies
Class A common stock subject to possible redemption; 30,475,000 shares at $10.20 per share			310,845,000
Stockholders’ deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; none shares issued and outstanding			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,618,750 shares issued and outstanding			762
Additional paid-in capital			—
Accumulated deficit			(23,078,721	)
Total Stockholders’ Deficit			(23,077,959	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit		$	313,016,675

Operating Expenses:
General and administrative expenses		$	402,998
Franchise tax expense			97,310
Loss from operations			(500,308	)
Other income (expense):
Interest earned on investments held in Trust Account			32,919
Change in fair value of warrant liabilities			19,738,959
Warrant issuance transaction costs			(1,277,720	)
Income before provision for income taxes			17,993,850
Provision for income taxes			—
Net income		$	17,993,850
Weighted average shares outstanding of Class A common stock			11,758,071
Net income per common stock, Class A - basic and diluted		$	0.93
Weighted average shares outstanding of Class B common stock			7,618,750
Net income per common stock, Class B - basic and diluted		$	0.93

		Common Stock																Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Deficit
		Class A								Class B
		Shares				Amount				Shares				Amount
Balance at April 22, 2021 (inception)			—			$	—				—			$	—			$	—			$	—			$	—
Issuance of common stock to initial stockholder at approximately $0.0002 per share (1)			—				—				7,618,750				762				24,238				—				25,000
Excess of cash received over fair value of Private Warrants			—				—				—				—				1,540,266				—				1,540,266
Accretion of Class A common stock subject to possible redemption			—				—				—				—				(1,564,504	)			(41,072,571	)			(42,637,075	)
Net income			—				—				—				—				—				17,993,850				17,993,850
Balance at December 31, 2021			—			$	—				7,618,750			$	762			$	—			$	(23,078,721	)		$	(23,077,959	)

(1)

Shares and the associated amounts have been adjusted to reflect the surrender of 2,875,000 and 1,437,000 shares of Class B common stock to the Company for no consideration on July 21, 2021 and August 26, 2021 and a 1:1.06 stock split of each outstanding share of Class B common stock on September 22, 2021, (see Note5).

Cash flows from operating activities:
Net income		$	17,993,850
Adjustments to reconcile net income to net cash used in operating activities:
Interest income earned on Trust Account			(32,919	)
Change in fair value of warrant liabilities			(19,738,959	)
Warrant issuance transaction costs			1,277,720
Changes in operating assets and liabilities:
Prepaid expenses			(907,988	)
Accounts payable and accrued expenses			843,764
Accrued franchise tax			97,310
Net cash used in operating activities			(467,222	)
Cash flows from investing activities:
Principal deposited in Trust Account			(310,845,000	)
Net cash used in investing activities			(310,845,000	)
Cash flows from financing activities:
Proceeds from private placement of warrants			14,440,000
Proceeds from sale of units in initial public offering			304,750,000
Payment of underwriters’ discount			(6,095,000	)
Payment of offering costs			(552,010	)
Advances received from Promissory note			188,915
Repayment of advances received from Promissory note			(188,915	)
Net cash provided by financing activities			312,542,990
Increase in cash during period			1,230,768
Cash at beginning of period			—
Cash at end of period		$	1,230,768
Supplemental disclosure of non-cash investing and financing activities:
Deferred underwriting compensation		$	10,666,250
Offering costs paid by sponsor in exchange for founder shares		$	25,000
Deferred offering costs included in accounts payable and accrued expenses		$	215,660

		As Reported				Adjustments				As Restated
Balance sheet as of September 24, 2021
Total assets		$	312,561,452			$	—			$	312,561,452
Total liabilities		$	44,066,646			$	—			$	44,066,646
Class A common stock subject to redemption		$	304,750,000			$	6,095,000			$	310,845,000
Stockholders’ deficit
Class B common stock		$	762			$	—			$	762
Accumulated deficit			(36,255,194	)		$	(6,095,000	)		$	(42,350,194	)
Total stockholders’ deficit		$	(36,254,432	)		$	(6,095,000	)		$	(42,349,432	)

		For The Period from April 22, 2021 (inception) through December 31, 2021
		Class A				Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income, as adjusted		$	10,918,869			$	7,074,981
Denominator:
Basic and diluted weighted average shares outstanding			11,758,071				7,618,750
Basic and diluted net income per share of common stock		$	0.93			$	0.93

Gross proceeds		$	304,750,000
Less:
Proceeds allocated to Public Warrants			(20,265,875	)
Class A common stock issuance costs			(16,276,200	)
Plus:
Accretion of carrying value to redemption value			42,637,075
Class A common stock subject to possible redemption		$	310,845,000

		Carrying Value				Gross Unrealized Holding (Loss)				Quoted Prices in Active Markets (Level 1)
U.S. Government Treasury Securities as of December 31, 2021 (1)		$	310,877,120			$	(9,429	)		$	310,867,691

(1)	Matured on March 24, 2022 and reinvested in U.S. Treasury Bills with maturity date of September 22, 2022.

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

•

if, and only if, the last reported sale price of the Common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

		December 31, 2021
Current
Federal		$	—
State			—
Deferred			—
Federal			98,152
State			—
Valuation allowance			(98,152	)
Income tax provision		$	—

		December 31, 2021
Total Deferred tax asset
Net Operating loss		$	98,152
Accrued expense			—
Less: Valuation allowance			(98,152	)
Net deferred tax assets			—
Deferred tax liabilities
Unrealized (gain) or loss			—
Net Deferred tax assets (liabilities)		$	—

		December 31, 2021
Statutory Federal income tax rate			21.0	%
Fair value change in warrant liability			(362.0	)
Offering costs allocated to warrants			23.0
Change in valuation Allowance			318.0	%
Total tax provision			—	%

		Level				December 31, 2021
Warrant liabilities—Public			1			$	8,228,250
Warrant liabilities—Private			3			$	5,198,400

		As of September 24, 2021				As of December 31, 2021
Exercise price		$	11.50			$	11.50
Stock price		$	10.10			$	9.90
Volatility for private warrants			24	%			8.40	%
Term			6.33				6.06
Risk-free rate			1.17	%			1.36	%
Dividend yield			0	%			0.00	%
Probability of completing Business Combination (1)			100	%			100	%

(1)	Estimate based on completed SPAC market data published by third party as of January 10, 2022.

Level 3 Derivative warrant liabilities at April 22, 2021 (inception)		$	—
Issuance of Public and Private Warrants			34,705,875
Change in fair value of derivative warrant liabilities			(21,279,225	)
Transfer of Public Warrants to Level 1			(8,228,250	)
Level 3 Derivative warrant liabilities at December 31, 2021		$	5,198,400

(1)	Due to the use of quoted prices in an active market for Public Warrants as of December 31, 2021, the Company had transfers out of Level 3 to Level 1 amounting to $8,228,250 as of December 31, 2021. The Company deems the transfer between levels to have occurred at the end of the period.

has served as chairman of our board of directors and our Chief Executive Officer since our inception in April 2021. Mr. Ianniello is a proven leader in the media industry with a successful track record of leading, evolving, growing and transforming businesses throughout his career. From September 2018 to December 2019, Mr. Ianniello was President and acting Chief Executive Officer of CBS Corporation prior to its merger with Viacom, Inc. From December 2019 to February 2020, he served as the Chairman and Chief Executive Officer of CBS Entertainment Group. In this role, he was responsible for overseeing all assets, including the CBS Television Network, which encompasses CBS Entertainment, CBS News, and CBS Sports; CBS Television Studios; CBS Interactive, including CBS All Access; CBS Television Distribution, its leading syndication division; and CBS Television Stations. From 2013 to 2018, Mr. Ianniello served as Chief Operating Officer of CBS and was responsible for establishing and executing company strategy across all businesses. From 2009 to 2013, he was Chief Financial Officer of CBS and oversaw the company’s financial operations across all business units. Mr. Ianniello was consistently ranked as a top Chief Financial Officer by Institutional Investor’s annual Executive Team survey. During his tenure in these senior executive roles, Mr. Ianniello was instrumental in positioning CBS as a global multiplatform premium content company. He acted on this vision through a number of key operational steps including the monetization of retransmission consent fees and reverse compensation from local television station affiliates, as well as the licensing of the CBS content around the world for digital streaming and broadband services. Mr. Ianniello also oversaw the launch of CBS All Access, CBS’ digital subscription video and live streaming service, as well as Showtime’s streaming service, which together became one of the company’s fastest growing initiatives. He led all company acquisitions and divestitures for more than 10 years, including the of CBS Radio through a merger with Entercom. In addition, Mr. Ianniello led the conversion of CBS Outdoor into a real-estate investment trust, marking a first for an outdoor advertising business. From 2000 to 2005, Ianniello served as Chief Development Officer, overseeing all business development until the separation from Viacom. He began his career at CBS in 1997. Mr. Ianniello earned a Bachelor of Business Administration from Pace University and a Master of Business Administration from Columbia University. We believe Mr. Ianniello is well-qualified to serve as a member of our board of directors due to his extensive experience as a senior business executive and his contacts and relationships.

has served as Vice Chairman of our board of directors and our President since September 2021. Mr. DeBevoise is an accomplished leader with wide-ranging experience in the media and technology industries. From November 2019 to December 2020, he served as Chief Executive Officer and President of ViacomCBS Digital (previously known as CBS Interactive) and as Chief Digital Officer of ViacomCBS. From July 2016 to November 2019, Mr. DeBevoise served as President and Chief Operating Officer of CBS Interactive. From October 2012 to July 2016, he served as Executive Vice President and General Manager of CBS Digital Media for CBS Interactive. From July 2011 to October 2012, he served as Senior Vice President and General Manager of CBS Entertainment Digital. From January 2006 to June 2011, Mr. DeBevoise served as Senior Vice President of Digital Media, Business Development and Strategy of Starz. From February 2004 to December 2005, he held various roles at NBC Universal. Mr. DeBevoise started his career in media and technology as an investment banker at Hambrecht & Quist (“H&Q”) and in the Technology, Media & Telecommunications Investment Banking Group at JPMorgan (via its acquisition of H&Q). During his almost 10 years at CBS and ViacomCBS, Mr. DeBevoise helped lead the companies through the mobile, social and streaming revolutions. As CEO and President of ViacomCBS Digital (previously CBS Interactive), he was responsible for the rapidly growing, multi-billion-dollar-revenue digital and streaming businesses of ViacomCBS. As Chief Digital Officer of ViacomCBS, he managed the company’s unified digital and technology operations globally and led it to become a major player in streaming and a top 10 U.S. Internet company. Mr. DeBevoise spearheaded the company’s streaming strategies, including the founding of CBS All Access and its transformation into Paramount+, as well as launching 24/7 news, sports and entertainment streaming channels CBSN, CBS Sports HQ and ETLive. Mr. DeBevoise and his teams led the development, creation, and acquisition of a broad array of content for these services including numerous major, Emmy-nominated original series, including Star Trek, The Good Fight, The Twilight Zone and Texas 6, and 24/7 news content and major sports franchises, including securing streaming rights for the NFL and UEFA Champions League. As President and Chief Operating Officer of CBS Interactive, Mr. DeBevoise oversaw strategy and operations for all of CBS Interactive’s industry-leading brands including the digital businesses of the CBS Television Network, such as CBS.com, CBS All Access, CBSN, CBSSports.com, CBS Sports Fantasy and CBSNews.com, as well as CNET Media Group, CBS Interactive’s leading tech, games and media properties, including CNET, TVGuide, GameSpot, and Metacritic. As Executive Vice President and General Manager of CBS Digital Media for CBS Interactive, Mr. DeBevoise was responsible for the digital media businesses of the CBS Television Network’s major programming divisions of entertainment, sports and news. In these roles, he was also responsible the company’s digital distribution strategies, including full episode streaming, dynamic ad insertion on cable VOD platforms, TV Everywhere/Authentication and its subscription video on demand and live streaming initiatives. As Senior Vice President of Digital Media, Business Development and Strategy of Starz, a premium subscription service, Mr. DeBevoise was responsible for the company’s overall digital strategy and the digital initiatives supporting its film, television and digital original content properties. He also led the generation, evaluation and execution of business development, strategic investment, and growth opportunities for all of Starz’ business units, including the divestiture of its animation units and the founding of its film studio, Overture Films. At NBC Universal, Mr. DeBevoise held various roles in both digital media and business development, and was a member of the corporate team that led NBC’s acquisition of Universal, one of the largest media mergers in history at the time. Since November 2018, Mr. DeBevoise has served as a member of the board of directors at Limelight Networks (Nasdaq: LLNW), a provider of edge cloud, content delivery and security computing services. Mr. DeBevoise received his M.B.A. with distinction in Entertainment, Media & Technology and Finance from New York University’s Stern School of Business and his B.A. in Economics and Computer Science from Tufts University. Mr. DeBevoise is well qualified to serve as a director due to his extensive experience as a senior business executive.

has served as director since September 2021. Mr. Sriubas has worked in senior executive operating roles in the media industry for the past 10 years. Prior to that, he spent over 20 years as an investment banker and as a managing director at JP Morgan, UBS Securities, and Donaldson, Lufkin & Jenrette, advising technology, media, and telecommunications companies. Along with his deep understanding of product development, sales channel expansion and digital operations, Sriubas has strong expertise in corporate finance, capital raising, mergers and acquisitions, investor relations and extensive public and private board experience. Since July 2017, Mr. Sriubas has served as Chief Commercial Officer of Outfront Media (NYSE: OUT). From July 2014 to July 2017, he was Outfront’s Executive Vice President, Strategic Planning & Development. While at Outfront, Mr. Sriubas has led an effort to transform traditional location-based media into the contemporary age of digital audience marketing with measurable return on investment. This included starting and scaling a first of its kind data-science organization; designing, building, and then contract-manufacturing advanced displays with partners in China, Korea, and Taiwan; assembling a product development organization to realign digital advertising spend via dynamic content distribution across the physical world and engaging vendors and national landlord partners with the new strategy. Mr. Sriubas also continues to develop multiple monetization opportunities for the business, including a cell-tower business. From 2013 to 2014, Mr. Sriubas was Chief of Strategy & Corporate Development at Sonifi Solutions, Inc., where he was responsible for digital operations, corporate partnerships, product, content and digital deployment systems. Mr. Sriubas is currently a member of the board of directors of NanoScent, a health technology company and a member of the executive board of the Media Ratings Council. Mr. Sriubas has served in board and advisory capacities with several charitable organizations and venture capital investment funds. Mr. Sriubas is a graduate of Boston College’s Carroll School of Business. Mr. Sriubas is well qualified to be a director due to his extensive experience as a senior business executive.

has served as director since September 2021. Mr. Mnuchin founded and has been the chief executive officer of Ariliam Group, a principal investment and strategic consulting firm, since January 2019. From June 2020, Mr. Mnuchin served as the chairman and chief executive officer of Falcon Capital Acquisition Corp. (Nasdaq: FCAC), a special purpose acquisition company that raised $345 million in its IPO in September 2020, until it consummated its initial business combination with Sharecare, Inc., a digital healthcare platform company, in July 2021, and currently serves as a director of Sharecare. Mr. Mnuchin is chairman and chief executive officer of Falcon Capital Acquisition Corp. II, a special purpose acquisition company that announced its plan to raise $400 million in its IPO. Mr. Mnuchin has invested in various media and technology companies prior to and since founding Ariliam Group. Mr. Mnuchin served as a member of the board of directors of Flying Eagle Acquisition Corp. from May 2020 until the consummation of its business combination with Skillz Inc. in December 2020. Mr. Mnuchin served as a member of the board of directors of Target Hospitality Corp. (Nasdaq: TH) from January 2019 to March 2019. In 2003, Mr. Mnuchin formed the boutique investment bank AGM Partners LLC, through which he has acted as a strategic M&A advisor to leading corporate, entrepreneurial and private equity clients on transactions totaling over $80 billion until January 2019. Prior to founding AGM Partners, Mr. Mnuchin was the global head of the media group of Lehman Brothers from 2000 to 2003. Previously, Mr. Mnuchin was head of the media and entertainment group at Bear Stearns from 1996 to 2000. Prior to joining Bear Stearns, Mr. Mnuchin was a senior member of the communications, media and entertainment group at The Goldman Sachs Group, Inc. (NYSE: GS), where he started his career in 1984 and worked until 1996, with primary responsibility for the group’s media industry efforts. We believe Mr. Mnuchin is well qualified to serve on our board of directors due to his extensive knowledge of the media, entertainment and technology fields and considerable experience in merger and acquisition transactions.

has served as director since September 2021. Dr. Ardi is a thought leader and expert in the fields of executive search and talent management, organizational design, assessment, leadership and coaching. As an innovator in the human capital movement, Dr. Ardi creates enhanced value in companies by matching the most sought after talent with the best opportunities. Dr. Ardi coaches boards and investors on the art and science of building high caliber management teams. She provides them with the necessary skills to seek out and attract management, to design the ideal organizational architectures and to deploy people against strategy. Dr. Ardi unearths the way a business works and the most effective way for people to work in them. Dr. Dana Ardi is an experienced business executive and senior consultant who leverages business organizational transformation through talent strategies. She uses her knowledge and experience to develop talent strategies to enhance revenue and profit contributions. She has a deep expertise in change management and organizational effectiveness and has designed and built high performance cultures. Dr. Ardi has significant experience in mergers, acquisitions, divestitures, IPOs and turnarounds. Dr. Ardi is an expert on the multi-generational workforce. She understands the four intersecting generations of workers coming together in contemporary companies, each with their own mindsets, leadership and communications styles, values and motivations. Dr. Ardi is sought after to assist companies manage and thrive by bringing the generations together. Her book, The Fall of the Alphas: The New Beta Way to Connect, Collaborate, Influence—and Lead, was published by St. Martin’s Press, October 2013. The book reflects Dr. Ardi’s deep expertise in understanding organizations and our changing society. It focuses on building a winning culture, how companies must grow and evolve, and how talent influences and shapes communities of work. This is what she has coined “Corporate Anthropology.” It is a playbook on how modern companies must meet challenges – culturally, globally, digitally, across genders and generations. Since January 2009, Dr. Dana Ardi has served as Managing Director and Founder of Corporate Anthropology Advisors, LLC, a consulting company that provides human capital advisory and innovative solutions to companies building value through people. From 1998 to 2009, Dr. Ardi served as a Partner and Managing Director at the private equity firm CCMP Capital (previously known as JPMorgan Partners). From 1997 to 2000, she was a partner at Flatiron Partners, a venture capital firm working with early state companies where she pioneered the human capital role within an investment portfolio. From December 1995 to June 2000, Dr. Ardi served as of Global Communications, Entertainment and Technology Practice of TMP Worldwide, where she redefined the art and science of Human Capital Management. From her work with dozens of companies, on hundreds of searches, involving thousands of candidates, Dr. Ardi has acquired an knowledge not only of the leading companies and managers, but of industries, the importance of organizations on which they depend and the most promising future business opportunities where people are the strategy. From January 1994 to May 1995, Dr. Ardi served as Senior Vice President of New Media for R. R. Donnelley & Sons Company where she was responsible for joint ventures and strategic alliances and guided venture capital investments in new media and information technologies. From April 1987 to June 1989, she was President of The Infotainment Corporation where she consulted for various leading studios, publishers, technology, retail and telecommunications companies. From March 1983 to April 1987, Dr. Ardi was a Vice President at McGraw-Hill Productions, a division of McGraw-Hill Broadcasting. Dr. Ardi served on the board of AMC Entertainment Inc. from 2009 to 2012. Among her many philanthropic efforts, she is on the Executive Committee of Working Nation and a board member of the M Center of Excellence. She is a frequent contributor to the arts and has donated to and supported museums and arts organizations throughout the country. From February 1976 to August 1982, she was a professor at the Graduate Center at Fordham University in New York. Dr. Ardi holds a BS from the State University of New York at Buffalo as well as an MS and PhD from Boston College. Dr. Ardi is well qualified to serve on our board of directors due to her extensive experience in providing thought leadership in corporate transformations.

has served as director since September 2021. Since March 2021, Ms. Midha has served as chief growth officer at Comcast Advertising, the advertising division of Comcast Cable. In this role, she leads global marketing across Comcast Advertising, which includes FreeWheel, a Comcast company, which provides global technology solutions for the future of television advertising, and Effectv, Comcast Cable’s ad sales division, as well as Effectv’s newly launched sales development function. Ms. Midha and her team build awareness for each company’s differentiated value and accelerate growth for local, regional and national market opportunities. In addition, she oversees Comcast Advertising’s brand offerings, enhancing products and solutions for the rapidly changing video marketplace, including the shift to audience-based advertising, the growth of multi-screen content consumption and an increasing emphasis on data and campaign effectiveness. Ms. Midha has more than 20 years of experience in the media and advertising sector, with a track record of transforming businesses, creating new and innovative models, developing brands, partnerships and talent and exceeding financial goals.From February 2018 to March 2021, Ms. Midha served as president of advertising technology company true[X]. As president, Ms. Midha was credited with leading the company through two acquisitions while also growing true[X]’s advertiser, premium publisher and technology partnerships, expanding its industry leading product suite, and generating record revenue and operating income. From August 2012 to January 2018, Ms. Midha was senior vice president, digital ad sales and operations for the ABC Television Network. In this role, she created and led the network’s digital sales vision and managed its digital sales team. Ms. Midha and her team also spearheaded the development of several new video offerings, including programmatic and addressable advertising, major digital platform partnerships and new products around social, custom ads and branded content. From June 2005 to February 2012, Ms. Midha held a variety of senior sales and marketing roles at Viacom, in both a domestic and global capacity, including positions at MTV Networks, MTV Networks International and Nickelodeon. She started her career in advertising sales at Dow Jones & Company. A noted industry thought leader, Ms. Midha is a regular panelist and has spoken at several major industry conferences, such as Advertising Week, the IAB’s 2020 Video Leadership Summit, at Cannes Lions and more. She has also been quoted and featured in several major industry publications, such as The New York Times, Advertising Age, Adweek, AdExchanger, Beet.TV, Broadcasting & Cable, MediaPost and more. Adweek named her a 2016 “Young Influencer,” Cynopsis spotlighted her as one of its 2017 “Top Women in Digital: Industry Leader” and Multichannel News named her a “Woman to Watch” in 2019 and a “Wonder Woman in Streaming” in 2021. She was also a recipient of the IAB’s 2018 Sales & Service Excellence Awards. Ms. Midha is a member of the operating board of She Runs It, an industry organization that aims to cultivate and promote female talent throughout all levels in marketing, media and tech. She also serves as vice-chair of the IAB Video Center of Excellence. Ms. Midha holds a Bachelor of Arts in International Business from Lehigh University and a Master of Business Administration from Columbia Business School. She also completed the National Association of Multi-Ethnicity in Communications (NAMIC) Executive Leadership Development Program from UCLA’s Anderson School of Management. Ms. Midha is well qualified to serve on our board of directors due to her extensive experience as a senior business executive.

has served as our Chief Financial Officer since our inception in April 2021. He has extensive experience in the media and technology sectors with a focus on sourcing, evaluating and managing investments in the space. Mr. Rahman also serves as chief financial officer of Falcon Capital Acquisition Corp. (Nasdaq: FCAC), a special purpose acquisition company that raised $345 million in its IPO in September 2020, from June 2020 to July 2021 when it consummated its initial business combination with Sharecare, and as chief financial officer of Falcon Capital Acquisition Corp. II, a special purpose acquisition company that has announced its plan to raise $400 million in an IPO. Since January 2019, Mr. Rahman has been the managing director and chief operating officer of Ariliam Group. In this role, Mr. Rahman oversees Ariliam Group’s investments in media and technology companies. From 2003 to December 2018, Mr. Rahman was a senior member of AGM Partners LLC with a focus on the company’s entrepreneurial and private equity client advisory practice. In 2016, Mr. Rahman independently pursued an event-driven public investment strategy focused on the media and technology sectors through Five Square Capital Management. Mr. Rahman began his career as an analyst in Salomon Smith Barney’s mergers and acquisitions group. He is a graduate of Cornell University.

has served as our Chief Strategy Officer since September 2021. Mr. Ranji has wide-ranging experience driving complex strategic and operational initiatives across the media industry and managing global businesses and teams. Since May 2021, Mr. Ranji has served as Chief Operating Officer of Blavity Inc., a technology, digital media and experiences company focused on Black millennial audiences. From December 2019 to May 2020, he served as Executive Vice President, Strategic Planning and Business Development for ViacomCBS, serving as of the post-merger integration office following the merger of CBS and Viacom. In this role, he oversaw the integration of all businesses and functions across the combined company, resulting in the identification and realization of $800M in annual cost synergies. He simultaneously led the finance integration work stream, where he developed and executed plans to integrate all aspects of the finance operations of ViacomCBS. From July 2016 to December 2019, Ranji was Executive Vice President, Strategic Planning and Business Development for CBS Corporation, assessing and spearheading global strategic initiatives across the company. In this role, he oversaw the development and launch of numerous new growth initiatives across CBS, including the international expansion of CBS’ streaming services and the acquisition of Network Ten in Australia. He also managed enterprise-wide commercial negotiations and oversaw the company’s annual strategic planning process. Before joining CBS, Mr. Ranji served as Senior Vice President, Licensing and Business Development for Hearst International from 2012 to 2016, where he managed a portfolio of over 50 licensees and joint ventures in over 40 international markets. During this time, he negotiated numerous global media and product licensing agreements and served as a board member for several international joint ventures. From 2001 to 2009, Mr. Ranji held several roles within Viacom and its MTV Networks International division, including Executive Vice President, Strategy and Operations, in which he oversaw strategy and business development across MTV Networks International and managed the Canadian operations. He started his career with Viacom in 2001 as Vice President, Mergers and Acquisitions, where he executed transactions across Viacom’s portfolio. Mr. Ranji holds an MBA in Finance and Accounting from University of Chicago’s Booth School of Business and a bachelor’s degree in Economics from Dartmouth College.

has served as our Chief Business Development Officer since September 2021. He has over 20 years of financial and operational experience, driving top line growth and restructuring operations to yield efficiencies, with a primary focus on the media and entertainment, information and technology and consumer sectors. From October 2015 to October 2020, Mr. Pavlounis served as Executive Vice President of Business Development and Chief Financial Officer of CBS News, where he directed all financial matters and identified new business development initiatives, including content development, audio streaming, podcasting and new revenue streams with strategic partners. At CBS News, Pavlounis conceptualized and sold the licensing of a new iteration of 60 Minutes directed towards a younger audience called 60 in 6 to Quibi. He also oversaw the restructuring and relaunch of the CBS News Radio Network into a full-fledged programming supplier to radio station affiliates across the country. In addition, Mr. Pavlounis spearheaded the CBS Sunday Morning partnership with Simon & Schuster to create Mobituaries, a highly successful podcast developed and anchored by Mo Rocca that also included the release of a similarly titled book. Prior to joining CBS News, Pavlounis served as the Senior Vice President, Chief Audit Executive at CBS Corporation from May 2010 to September 2015. Before he began his tenure at CBS, Mr. Pavlounis held a variety of positions in financial management and corporate compliance at various companies from 1989 to 2009, including Wyndham Worldwide Corp., Dun & Bradstreet, Interpublic Group of Companies, Mercer, Inc. and KPMG. Pavlounis is a CPA and has a Bachelor of Science degree from Pace University.

has served as our Chief Communications Officer since September 2021. Mr. McClintock is a highly skilled, versatile and well-respected strategic communications counselor with vast experience collaborating with CEOs, business leaders and boards of directors to guide decision-making and its impact on corporate reputation and credibility. Mr. McClintock has served in key communications roles in the media industry in areas ranging from corporate and news to sports and entertainment. From November 2018 to December 2019, he served as Executive Vice President and Chief Communications Officer of CBS Corporation where he had oversight of all external and internal communications functions of the company and its 12 business divisions. Following the company’s merger with Viacom in December 2019, Mr. McClintock became EVP and Chief Communications Officer of the company’s businesses until his departure from the company in June 2020. From January 2013 to November 2018, Mr. McClintock served as Executive Vice President, Communications of CBS. He started at CBS in 1993. During his career of over 25 years at CBS, Mr. McClintock was instrumental in positioning CBS as a global content company poised to thrive in the digital age. He served as the primary corporate spokesperson with news and industry media and managed the company’s messaging during a period when CBS was the media company in the S&P 500. Mr. McClintock also had oversight of the quarterly earnings release and scripts, and played a key role in shaping the communications infrastructure of CBS Corporation after it became a standalone publicly traded company in 2006. He is a graduate of Colby College.

has served as our Chief Administrative Officer since September 2021. Having served as a trusted partner to CEOs and company boards throughout his career, Mr. Mirante has extensive experience building multimillion-dollar businesses, leading high-impact integrations and fostering a corporate culture grounded in transparency, empowerment and accountability. From November 2018 to December 2019, Mr. Mirante served as Chief Administrative Officer at CBS Corporation, where he was part of the executive team that stabilized the company after the sudden departure of its longtime Chairman and Chief Executive Officer. With a portfolio that spanned all of CBS’s businesses, he was integral in a workforce unsettled by board, executive and ownership changes as well as ongoing dramatic changes in the media business. Mr. Mirante collaborated with the new acting President and CEO on leadership stability and succession plans, navigated complex compensation issues with the Compensation Committee of the board, and led a wide array of policy updates to address work-life issues. As the company prepared to merge with Viacom in 2019, Mr. Mirante led negotiations related to human resources issues and delivered synergy savings above the stated targets. Following the company’s merger with Viacom in December of 2019, Mr. Mirante became Chief Administrative Officer of the company’s businesses until his departure from the company in June 2020. From 2005 to 2018, he served as Executive Vice President, Human Resources, and earlier as Senior Vice President, Human Resources Specialty Services, and helped build core human resources functions as the company separated from Viacom. During this time, Mr. Mirante oversaw all HR operations across the company and managed the HR due diligence and integration of several high-profile M&A transactions, including the IPO of the outdoor media business, the spinoff of the radio business, and the acquisitions of CNET and CSTV Networks. He was responsible for building the HR shared service teams and functions from scratch, hiring a broad-based talent acquisition team and revamping executive compensation programs. Earlier in his career, Mr. Mirante ran large-scale consulting businesses at Watson Wyatt Worldwide and PricewaterhouseCoopers and started an advisory services practice group at Cigna. He graduated with a Bachelor of Science degree from the State University of New York at Albany, completed the Executive Integral Leadership Program at the Mendoza College of Business at Notre Dame and achieved Fellowship in the Society of Actuaries.

has served as our Chief Marketing Officer since September 2021. Ms. Raftery has a strong track record of building and executing effective press strategies, advising executives on the best path forward and accelerating businesses toward new levels of success. Her extensive experience in the media business includes roles in production, programming and communications across businesses including sports, syndication, entertainment, news and corporate. From November 2018 to April 2020, Ms. Raftery served as Executive Vice President, Corporate Communications at CBS, working closely with the chief communications officer to help develop and implement the company’s overall messaging and growth story. In this role, she also had oversight of the communications strategy for Advertising Sales and Networks Distribution, two key drivers of CBS’ overall revenue. From June 2015 to November 2018, Ms. Raftery served as Senior Vice President, Corporate Communications at CBS, where she managed media relations for the CBS Corporate Communications department, covered a wide range of company initiatives and activities in Sales, Research, Affiliate Relations, Carriage Agreements, Governmental Affairs, Program Practices, among others, and supported the communications teams at each of CBS’ business segments. Ms. Raftery has a B.A. in English from Georgetown University.

has served as our Senior Vice President, Mergers and Acquisitions since September 2021. Ms. Charon, who has worked as an attorney in the media industry and at premier international law firms, has strong expertise in the areas of mergers and acquisitions, securities law, executive compensation, employee benefits and tax. During her career, she has regularly advised and represented clients in public and private M&A transactions and has also conducted and had oversight of extensive due diligence investigations. From April 2014 to June 2020, Ms. Charon was Vice President, Senior Counsel, Executive Compensation and Employee Benefits at ViacomCBS Inc., where she primarily advised on executive compensation, ERISA and benefits matters. While at ViacomCBS, Charon worked closely with senior management on complex M&A and capital markets transactions. From 2011 to April 2014, Ms. Charon was Special Counsel in the executive compensation and benefits group of Sullivan & Cromwell LLP. From 2006 to 2011, she practiced law at O’Melveny & Myers LLP, advising on mergers and acquisitions, primarily for private equity sponsors, and executive compensation and benefits matters. From 2002 to 2006, she worked at Sullivan and Cromwell, where she practiced in M&A, executive compensation and benefits, and capital markets and tax. Ms. Charon is a frequent guest speaker at the Columbia University School of Law and the Practicing Law Institute and is a member of the New York State Bar Association. She attended Cornell University and earned her J.D. from the University of Pennsylvania, cum laude, where she was a member of the University of Pennsylvania Law Review.

We have adopted a Code of Ethics that applies to our directors, officers and employees. We have filed copies of our Code of Ethics and our audit committee and compensation committee charters as exhibits to our registration statement in connection with the Public Offering. You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us in writing at 3 Columbus Circle, 24th Floor, New York, NY 10019 or by telephone at (212) We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form

None of our executive officers or directors has received any cash compensation for services rendered. We will reimburse an affiliate of our Chief Executive Officer for office space, secretarial and administrative services provided to members of our management team in an amount not to exceed $20,000 per month. Upon completion of our initial business combination or our liquidation, we will cease making these payments. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any 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 the Sponsor, officers or directors, or our or their affiliates. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

The founder shares are identical to the shares of Class A common stock included in the units sold in the Public Offering except that our sponsor agreed not to transfer, assign or sell any of its founder shares until the earlier of (A) two years after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $14.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any day period commencing at least 300 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

The private placement warrants (including the shares of common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are for cash so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. If the private placement warrants are held by someone other than the initial purchasers of the private placement warrants or their permitted transferees, the private placement warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the units sold in the Public Offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Public Offering.