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| CIK | 1832250 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Group Nine Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Group Nine Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 39947R104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t |
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| February 13, 2023 |
GNAC / Group Nine Acquisition Corp. Class A Common stock / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 gnac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Group Nine Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 39947R104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 10, 2023 |
GNAC / Group Nine Acquisition Corp. Class A Common stock / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39905 GROUP NINE ACQUISITION CORP. (Exact name of registrant as specifie |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2022 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Com |
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| December 23, 2022 |
Second Amended and Restated Certificate of Incorporation Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. December 21, 2022 Group Nine Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Group Nine Acquisition Corp.?. The original certificate of incorporation of the Corpor |
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| November 30, 2022 |
DEF 14A 1 tm2230298-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39935 |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 27, 2022 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Commissi |
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| May 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39935 GRO |
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| March 31, 2022 |
Exhibit 4.5 ? Description of the Company?s Securities Registered Under Section 12 of the Exchange Act of 1934 ? The following description of our units, common stock and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation, bylaws and warrant agreement, each of which are incorp |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 14, 2022 |
GNAC / Group Nine Acquisition Corp. Class A Common stock / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Group Nine Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 39947R104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Group Nine Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 39947R104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 17, 2021 |
GROUP NINE ACQUISITION CORP. 568 Broadway, Floor 10 New York, New York 10012 Exhibit 99.2 GROUP NINE ACQUISITION CORP. 568 Broadway, Floor 10 New York, New York 10012 December 17, 2021 Dear Stockholders, We wanted to give you an update on transactions that may impact Group Nine Acquisition Corp. (?GNAC?). As you may have heard, Group Nine Media has entered into a definitive agreement with Vox Media pursuant to which Vox Media will acquire Group Nine Media (the ?Merger?). W |
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| December 17, 2021 |
Vox Media to Merge with Group Nine, Home to Leading Collection of Multi-Platform Media Brands Exhibit 99.1 Vox Media to Merge with Group Nine, Home to Leading Collection of Multi-Platform Media Brands Acquisition Will Create the Leader in Modern Media and the Premier Home for Creators, Storytellers, Journalists, and Product Innovators By Vox Media Dec 13, 2021, 7:57pm EST Vox Media Will Have Highly Engaged and Loyal Audience of Over 350M Followers and Fans Across Top Consumer Categories in |
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| December 17, 2021 |
Changes in Control of Registrant, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 13, 2021 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Com |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39935 |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39935 GRO |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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| April 2, 2021 |
Promissory Note, dated March 29, 2021, issued by Group Nine Acquisition Corp. to Group Nine SPAC LLC Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| April 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2021 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Commis |
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| March 31, 2021 |
Exhibit 4.5 Description of the Company?s Securities Registered Under Section 12 of the Exchange Act of 1934 The following description of our units, common stock and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation, bylaws and warrant agreement, each of which are incorporat |
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| March 31, 2021 |
10-K 1 tm2110542d110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission F |
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| March 10, 2021 |
Exhibit 99.1 Group Nine Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 8, 2021 March 08, 2021 08:30 AM Eastern Standard Time NEW YORK-(BUSINESS WIRE)-Group Nine Acquisition Corp. (the ?Company?) announced that, commencing March 8, 2021, holders of the units sold in the Company?s initial public offering (the ?Units?) may elect to separate |
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| March 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2021 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Commiss |
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| March 10, 2021 |
Exhibit 99.2 GROUP NINE ACQUISITION CORP. NAMES JEFF ZUCKER AND MINDY MOUNT TO BOARD OF DIRECTORS President of CNN Worldwide and Vice Chair of Technicolor SA join Richard Parsons, former CEO of Time Warner; and Jen Wong, COO of Reddit as Independent Members of GNAC?s Board NEW YORK ? (March 9, 2021) ? Group Nine Acquisition Corp. (?GNAC? or the ?Company?), a newly organized, blank check company fo |
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| February 1, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Group Nine Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 39947R203** (CUSIP Number) January 20, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| January 26, 2021 |
GROUP NINE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 GROUP NINE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of Group Nine Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of January 20, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Group Nine Acquisition |
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| January 26, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm214211d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2021 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other juri |
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| January 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 20, 2021 |
Exhibit 10.1 Execution Version January 14, 2021 Group Nine Acquisition Corp. 568 Broadway Floor 10 New York, NY 10012 Attention: Sean Macnew Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Group Nine |
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| January 20, 2021 |
Exhibit 99.2 GROUP NINE ACQUISITION CORP. ANNOUNCES CLOSING OF $230M INITIAL PUBLIC OFFERING, INCLUDING FULL EXERCISE OF THE UNDERWRITERS’ OVER-ALLOTMENT OPTION NEW YORK, January 20, 2021- Group Nine Acquisition Corp. (“GNAC” or the “Company”), announced today the closing of its initial public offering of 23,000,000 units which included the full exercise of the underwriters' over-allotment option, |
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| January 20, 2021 |
Exhibit 10.4 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time and including all exhibits referenced herein, this “Agreement”), dated as of January 14, 2021, is entered into by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Group Nine SPAC LLC, a Delaware |
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| January 20, 2021 |
Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021, by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration |
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| January 20, 2021 |
Exhibit 4.1 Execution Version WARRANT AGREEMENT between GROUP NINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, |
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| January 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 14, 2021 Group Nine Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-39905 85-3841363 (State or other jurisdiction of incorporation) (Comm |
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| January 20, 2021 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Group Nine SPAC LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature p |
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| January 20, 2021 |
Exhibit 1.1 Execution Version 20,000,000 Units GROUP NINE ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT January 14, 2021 Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Code Advisors LLC 921 Front Street San Francisco, California 94111 L |
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| January 20, 2021 |
Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. January 14, 2021 Group Nine Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Group Nine Acquisition Corp.”. The original certificate of incorporation of |
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| January 20, 2021 |
Group Nine Acquisition Corp. Prices a $200M Initial Public Offering EX-99.1 9 tm2036522d26ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Group Nine Acquisition Corp. Prices a $200M Initial Public Offering New York, NY (January 14, 2021) Group Nine Acquisition Corp. (“GNAC” or the “Company”) announced today that it priced its initial public offering of 20,000,000 units at $10 per unit for aggregate gross proceeds of $ 200,000,000. GNAC is a newly organized, blank check compa |
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| January 19, 2021 |
$200,000,000 Group Nine Acquisition Corp. 20,000,000 Units 424B4 1 tm2036522-13424b4.htm 424B4 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251560 Prospectus $200,000,000 Group Nine Acquisition Corp. 20,000,000 Units Group Nine Acquisition Corp. is a newly organized, blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purc |
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| January 14, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Group Nine Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3841363 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 568 Broadway, Floor 10 |
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| January 13, 2021 |
GROUP NINE acquisition CORP. 568 Broadway, Floor 10 New York, New York 10012 January 13, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Todd K. Schiffman, Pam Long Re: Group Nine Acquisition Corp. Registration Statement on Form S-1 File No. 333-251560 Dear Mr. Schiffman, Ms. Long: Group Nine Acquisition Corp. ( |
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| January 13, 2021 |
CORRESP 1 filename1.htm January 13, 2021 VIA EDGAR Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd K. Schiffman Re: Group Nine Acquisition Corp. Form S-1 Registration Statement File No. 333-251560 Dear Mr. Schiffman: Pursuant to Rule 461 of the General Rules and Regulatio |
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| January 12, 2021 |
Group Nine Acquisition Corp. 568 Broadway, Floor 10 New York, New York 10012 January 12, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Todd K. Schiffman, Pam Long Re: Registration Statement on Form S-1 (No. 333-251560) Group Nine Acquisition Corp. Dear Mr. Schiffman, Ms. Long, Please withdraw each of the requests for acceler |
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| January 12, 2021 |
January 12, 2021 VIA EDGAR Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| January 12, 2021 |
GROUP NINE acquisition CORP. 568 Broadway, Floor 10 New York, New York 10012 January 12, 2021 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Todd K. Schiffman, Pam Long Re: Group Nine Acquisition Corp. Registration Statement on Form S-1 File No. 333-251560 Dear Mr. Schiffman, Ms. Long: Group Nine Acquisition Corp. ( |
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| January 11, 2021 |
Form of Underwriting Agreement** Exhibit 1.1 20,000,000 Units GROUP NINE ACQUISITION CORP. ($10.00 per Unit) UNDERWRITING AGREEMENT January [], 2021 Barclays Capital Inc. Code Advisors LLC As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Code Advisors LLC 921 Front Street San Francisco, California 94111 Ladies and Gentleme |
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| January 11, 2021 |
Group Nine Acquisition Corp. 568 Broadway, Floor 10 New York, New York 10012 January 11, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Todd K. Schiffman, Pam Long Office of Real Estate & Construction Re: Group Nine Acquisition Corp. Form S-1/A Filed January 6, 2021 File No. 333-251560 Ladies and Gentlemen: This le |
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| January 11, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant** Exhibit 4.4 WARRANT AGREEMENT between GROUP NINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). |
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| January 11, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 11, 2021 Registration No. |
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| January 6, 2021 |
CORRESP 1 filename1.htm Group Nine Acquisition Corp. 568 Broadway, Floor 10 New York, New York 10012 January 6, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Todd K. Schiffman, Pam Long Office of Real Estate & Construction Re: Group Nine Acquisition Corp. Form S-1 Filed December 21, 2020 File No. 333-251560 Ladies |
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| January 6, 2021 |
Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. November 9, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: Article I NAME The name of the corporation is Group Nine Acquisition Corp |
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| January 6, 2021 |
Exhibit 10.5 Execution Version Group Nine Acquisition Corp. 568 Broadway, FL 10 New York, NY 10012 November 9, 2020 Group Nine SPAC LLC 568 Broadway, FL 10 New York, NY 10012 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on November 9, 2020 by and between Group Nine SPAC LLC, a Delaware limited liability company (the “Subscriber” or “y |
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| January 6, 2021 |
Exhibit 4.4 WARRANT AGREEMENT between GROUP NINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). |
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| January 6, 2021 |
Form of Letter Agreement among the Registrant and its officers, directors and Group Nine SPAC LLC* Exhibit 10.2 [●], 2021 Group Nine Acquisition Corp. 568 Broadway Floor 10 New York, NY 10012 Attention: [●] Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Group Nine Acquisition Corp., a Delaware cor |
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| January 6, 2021 |
Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Group Nine Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Group Nin |
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| January 6, 2021 |
Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU |
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| January 6, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. [●], 2020 Group Nine Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Group Nine Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed |
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| January 6, 2021 |
Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Group Nine Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Group Nin |
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| January 6, 2021 |
Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ l ] GROUP NINE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.0001, OF GROUP NINE ACQUISITION CORP. (THE “CORPORATION”) transferable on the books of the Corporation in per |
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| January 6, 2021 |
Exhibit 3.3 BYLAWS OF Group nine ACQUISITION Corp. (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Del |
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| January 6, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ · ] GROUP NINE ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par |
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| January 6, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ · ], 2021, by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, |
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| January 6, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 6, 2021 Registration No. |
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| January 6, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade |
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| December 21, 2020 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant** Exhibit 4.4 WARRANT AGREEMENT between GROUP NINE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ● ], 2021, is by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). |
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| December 21, 2020 |
Form of First Amended and Restated Certificate of Incorporation** Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. [●], 2020 Group Nine Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Group Nine Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed |
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| December 21, 2020 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement)* TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 21, 2020 Registration No. |
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| December 21, 2020 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Group Nine SPAC LLC* EX-10.6 5 tm2035957d2ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may be amended from time to time and including all exhibits referenced herein, this “Agreement”), dated as of [ • ], 2021, is entered into by and between Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Group Nine |
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| December 21, 2020 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among Group Nine Acquisition Corp., a Delaware corporation (the “Company”), and Group Nine SPAC LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto1 (each such |
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| December 21, 2020 |
Group Nine Acquisition Corp. 568 Broadway, Floor 10 New York, New York 10012 December 21, 2020 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Todd K. Schiffman, Pam Long Office of Real Estate & Construction Re: Group Nine Acquisition Corp. Draft Registration Statement on Form S-1 Submitted November 25, 2020 CIK No. 0001 |
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| November 25, 2020 |
Group nine ACQUISITION Corp. (THE “CORPORATION”) Article I OFFICES EX-3.3 4 filename4.htm Exhibit 3.3 BYLAWS OF Group nine ACQUISITION Corp. (THE “CORPORATION”) Article I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s |
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| November 25, 2020 |
Group Nine Acquisition Corp. 568 Broadway, FL 10 New York, NY 10012 Exhibit 10.5 Execution Version Group Nine Acquisition Corp. 568 Broadway, FL 10 New York, NY 10012 November 9, 2020 Group Nine SPAC LLC 568 Broadway, FL 10 New York, NY 10012 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on November 9, 2020 by and between Group Nine SPAC LLC, a Delaware limited liability company (the “Subscriber” or “y |
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| November 25, 2020 |
TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on NOVEMBER 25, 2020 and is not being filed under the Securities Act of 1933, as amended. |
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| November 25, 2020 |
Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU |
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| November 25, 2020 |
CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. November 9, 2020 EX-3.1 3 filename3.htm Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF GROUP NINE ACQUISITION CORP. November 9, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: Article I NAME The name of the corporation is Grou |
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| November 25, 2020 |
Consent to be Named as a Director Nominee EX-99.1 7 filename7.htm Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Group Nine Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board o |
