Item 8.01 Other Events

On May 27, 2022, 890 5th Avenue Partners, LLC ("890") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with Group Nine SPAC, LLC ("Sponsor") and Group Nine Media LLC ("Seller"), pursuant to which 890 purchased certain Class A interests of the Sponsor held by Seller, which economically corresponds to 4,025,000 shares (the "Subject Interest") of Class B common stock, par value $0.0001 per share (the "Founder Shares"), of Group Nine Acquisition Corp. (the "SPAC"). The Subject Interest is subject to the same registration rights pursuant to that certain Registration Rights Agreement, dated as of January 14, 2021, by and among the SPAC, Sponsor and the other parties thereto, as are the other Founder Shares held by the Sponsor and the other holders thereof.

Solely with respect to the transfer of the Subject Interest, the Board of Directors of GNAC has agreed to waive Section 7(a) of that certain Letter Agreement, dated January 14, 2021, among GNAC and its officers, directors and Sponsor (the "Letter Agreement"), pursuant to which each insider agreed that it would not, transfer any Founder Shares (or shares of common stock issuable upon conversion thereof) (as defined in the Letter Agreement) until the earlier of (A) one year after the completion of GNAC's initial business combination and (B) subsequent to GNAC's initial business combination, if the last reported sale price of GNAC's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after GNAC's initial business combination or (y) the date on which GNAC completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of GNAC's stockholders having the right to exchange their shares of common stock for cash, securities or other property). The Subject Interest remains subject to the terms of the Letter Agreement on the same terms as the other Founder Shares held by the Sponsor and the other parties thereto.





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