Item 5.01 Changes in Control of Registrant.

On December 13, 2021, Group Nine Media, Inc., ("G9") the sole member of Group Nine SPAC LLC, the sponsor (the "Sponsor") of Group Nine Acquisition Corp. (the "Company"), entered into an Agreement and Plan of Merger by and between Vox Media Holdings, Inc. ("Vox Media"), Voyager Merger Sub, Inc., a subsidiary of Vox Media ("Merger Sub"), and G9 (the "Merger Agreement"). Pursuant to the Merger Agreement, G9 will merge with the Merger Sub and become a wholly owned subsidiary of Vox Media.

As a result of the acquisition, Vox Media will wholly own the Sponsor. The Sponsor holds 5,625,000 shares of the Company's Class B common stock, which represents approximately 20% of the issued and outstanding shares of common stock of the Company, and as such it is able to unilaterally control the election of the Company's board of directors and, ultimately, the direction of the Company until its initial business combination, if any.




Item 8.01 Other Events.

On December 14, 2021, G9 and Vox Media issued a joint press release (the "Press Release") announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On December 17, 2021, the Company issued a letter to its stockholders with respect to the Merger Agreement and the transactions described above. The letter is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit No.                         Description of Exhibits
  99.1          Press Release, dated December 14, 2021
  99.2          Letter to Stockholders, dated December 17, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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