We are a newly organized Delaware blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. We have not selected any potential target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential target business regarding entering into a business combination with us.
Business Strategy and Target Industries
While we may pursue an acquisition in any business industry or sector, we intend to focus our efforts identifying businesses primarily in the beauty, wellness, self-care, fashion, e-commerce, subscription and digital-media space. We intend to concentrate on companies founded with vision and run by smart, diverse teams who value diversity across the company in all aspects of decision-making. We intend to focus on companies who have powerful relationships with their customers, who understand how their consumer lives, what they need, and how to communicate with them effectively.
We also intend to look for businesses who create, produce, own, distribute and/or market content, products and services or facilitate the sharing economy. These companies may serve both domestic and international audiences. Growth in these sectors has been driven by new technologies, the expansion of emerging markets, and new consumption habits lead by Millennials and “Gen Z” who value experiences as much as stuff, health over wealth and transparency in how something is produced. Some may also reflect trends accelerated by the recent Covid 19 pandemic.
We believe the use of technology to drive adoption of emerging brands online, together with the ongoing seismic shift in retail sales from physical stores to e-commerce and online activities, makes the beauty, wellness, self-care, fashion, e-commerce, subscription and digital-media sectors even more ripe for attractive business combination opportunities. Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, build a company in one of these sectors that complements the experience of our management team and can benefit from their operational expertise. Our business combination strategy will be to leverage our management team’s network of relationships, knowledge and experience in these sectors to locate and consummate an initial business combination.
We believe that given our management team’s operational and investment experience in the sectors we are focusing on, we are well positioned to identify a target business with an operating model that can create strong value for its customers by improving customer experiences including utilizing technology to enhance convenience, speed, personalization or other similar factors. Such companies may benefit from our management team’s extensive operational experience and relationships in these sectors to assist in further expanding the company’s operations and growth prospects.
We believe that we possess several competitive strengths to successfully source, evaluate and execute an initial business combination. We believe that the background, operating history and experience of our management team and special advisors have equipped us not only to provide access to a broad spectrum of investment opportunities, but also to significantly improve upon the operational and financial performance of a target business.
We are led by Joanna Coles, the Chairperson of our board of directors and Chief Executive Officer, and Jonathan J. Ledecky, our President and Chief Operating Officer.
Ms. Coles is a creative media and technology entrepreneur who in her previous roles as editor of two leading magazines and Chief Content Officer of Hearst Magazines developed an extensive network of relationships at the intersection of technology, fashion and beauty. Ms. Coles is on the board of Snap Inc. (NYSE: SNAP), a leading digital media company that utilizes technology to combine mobile phone photos with Snapchat, a leading communications platform. Its chat services include creating and watching stories, chatting with groups, and making voice and video calls while also communicating through stickers and Bitmojis. She is also on the board of directors of Sonos, Inc. (NASDAQ: SONO), a designer, developer, manufacturer and seller of audio products and services. Ms. Coles has been the Executive Producer for ABC Freeform’s highly acclaimed The Bold Type since 2016 and in 2019 entered into a production development deal at ABC Studios creating TV shows across Disney’s streaming platforms. Since January 2019, she has also been a special advisor to Cornell Capital, a $3.5 billion private investment firm founded in 2013 by Henry Cornell, the former Vice Chairman of Goldman Sachs’ Merchant Banking Division. She was appointed Chief Content Officer of Hearst Magazines in September 2016, overseeing editorial for Hearst’s 300 titles globally, and served until August 2018. Prior to that, she was Editor-in-Chief of Cosmopolitan, a role she started in September 2012. She edited Marie Claire magazine from April 2006 to September 2012. Ms. Coles was New York columnist for The Times of London from September 1998 to September 2001 and served as New York Bureau Chief for The Guardian from 1997 to 1998. She is on the board of Women Entrepreneurs New York City, an initiative to encourage female entrepreneurship, with a focus on underserved communities. She is also a member of the board of directors of Density Software, a company that utilizes hardware systems and software solutions to manage safety and security in physical spaces including retail stores, hotels, restaurants, office buildings, public facilities such as airports and universities and home environments, Blue Mistral, a clean beauty company, and an advisor to several private companies.
Mr. Ledecky has an extensive track record of involvement in public companies and acquisition vehicles. Mr. Ledecky has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014. He has also been the Chief Executive Officer and chairman of the board of directors of Pivotal Investment Corporation II (“Pivotal II”), a blank check company like our company that raised $230,000,000 in its initial public offering in July 2019. In September 2020, Pivotal II entered into a definitive agreement for an initial business combination with XL Hybrids, Inc. (“XL”). XL is a leading provider of fleet electrification solutions for Class 2-6 commercial vehicles in North America. Mr. Ledecky was also Chief Executive Officer and chairman of the board of directors of Pivotal Acquisition Corp. (“Pivotal I”), a blank check company like our company that raised $230,000,000 in its initial public offering in February 2019. In December 2019, Pivotal I consummated its initial business combination with KLDiscovery, a provider of software and services that help protect corporations from a range of information governance, compliance and data issues. Previously, Mr. Ledecky served as president, secretary and a director of Endeavor Acquisition Corp., a blank check company that raised gross proceeds of approximately $129 million in its initial public offering in December 2005 and completed its initial business combination with American Apparel, Inc. in December 2007. Mr. Ledecky also founded U.S. Office Products. Notwithstanding the foregoing, Mr. Ledecky has been involved with other blank check companies that were unable to complete initial business combinations or completed initial business combinations only after changes were made to the structure of such companies.
The past performance of our management team 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 business combination we may consummate. You should not rely on the historical record of our management’s performance as indicative of our future performance.
Established sourcing network
We intend to maximize our potential target investments by proactively approaching our management team’s extensive network of contacts and relationships. During their business careers, the members of our management team have collectively directly purchased or invested in, or been on the boards of directors that have purchased or invested in, over 450 companies. As a result, they have a substantial network of contacts and relationships including over 5,000 entrepreneurs, as well as a vast number of private equity and venture capital firms, merger and acquisition advisory firms, investment banks, capital markets desks, lenders and other financial intermediaries. We believe the prior investment experience and track record of our team will give us a competitive advantage when sourcing potential initial business combination opportunities.
Value-enhancing operational expertise
We will be focused on identifying target businesses where we believe significant value can be created through the implementation of operational improvements. We intend to use our extensive expertise to ramp up the growth and franchise value of our target businesses through opportunistic “add on” acquisitions.
We believe, given our management and board of directors’ transactional experience and network of contacts, that we are well positioned to identify, source, negotiate, structure, and close an initial business combination and subsequently pursue “add on” acquisitions, joint ventures and other strategic relationships. Collectively, management and our directors have been involved in numerous transactions ranging in size from several million dollars to several billion dollars.