Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES 

REGISTERED PURSUANT TO SECTION 12 OF THE

 SECURITIES EXCHANGE ACT OF 1934


 


As of December
31, 2020, DFP Healthcare Acquisitions Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common stock; and (3) our warrants.


 


The following
description of our units, Class A 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 and our Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.
We encourage you to read our amended and restated certificate of incorporation, our Bylaws and the applicable provisions of Delaware General
Corporations Law (Title 8, Chapter 1 of the Delaware Code).


 


Terms not otherwise defined herein shall have the meaning
assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Description of Units


Units


 


Each unit
has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one 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, subject to adjustment
as described in our prospectus (the “Prospectus”). Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of the shares of Company’s Class A common stock. This means only a whole warrant may be exercised
at any given time by a warrant holder. For example, if a warrant holder holds one-fourth of one warrant to purchase a share of Class A
common stock, such warrant will not be exercisable. If a warrant holder holds four- fourths of one warrant, such whole warrant will be
exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus.


 


Description of Class A Common Stock


 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock
and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except
as required by law. Unless specified in our second amended and restated certificate of incorporation, or as required by applicable provisions
of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required
to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 


Because
our second amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business
combination to the extent we seek stockholder approval in connection with our initial business combination. Our board of directors is
divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a three-year term.


 


In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first
fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting
of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent
in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial
business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore,
if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt
to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 



    


     


    




 


We will
provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share 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 our initial business combination, including interest earned on the funds held in
the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000)
and/or 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 $10.00 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
stockholders, sponsor, 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 hold in connection with the completion of our initial
business combination. Unlike many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in
conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of
such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not
decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our second amended and restated certificate
of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC
prior to completing our initial business combination. Our second amended and restated certificate of incorporation requires these tender
offer documents to contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or
we decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted
are voted in favor of our initial business combination. However, the participation of our sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions (as described in the Prospectus), if any, could result in the approval of our initial
business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect
on the approval of our initial business combination once a quorum is obtained.


 


If we seek
stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our second amended and restated certificate of incorporation provides that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without
our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect
to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number
of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially
at a loss.


 


If we seek
stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors have
agreed to vote any founder shares they hold and any public shares purchased during or after our initial public offering (the “Public
Offering”) in favor of our initial business combination. Additionally, the Deerfield Funds have agreed to vote their public
shares in favor of our initial business combination, subject to Deerfield Management’s consent right with respect to our initial
business combination. As a result, in addition to our initial stockholders’ founder shares and the public shares included in the
units the Deerfield Funds hold, we would need 2,875,001, or 12.50%, of the 23,000,000 public shares sold in the Public Offering to be
voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.


 






    


     


    

 


Pursuant
to our second amended and restated certificate of incorporation, if we do not complete our initial business combination within 24 months
from the closing of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share 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 to fund our working capital requirements (subject to an annual limit of $500,000) (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. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business
combination within 24 months from the closing of the Public Offering or during any Extension Period. However, if our initial stockholders
or management team acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event
of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no
sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem
their public shares for cash at a per share price 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 to fund our working capital requirements (subject to an
annual limit of $500,000) and/or to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our
initial business combination, subject to the limitations described herein.


 


Description of Class B Common Stock


 


The founder
shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock included
in the units being sold in the Offering, and holders of founder shares have the same stockholder rights as public stockholders, except
that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders,
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption
rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination,
(B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote
to approve an amendment to our second amended and restated certificate of incorporation to modify the substance or timing of our obligation
to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of the
Offering or with respect to any other material provisions relating to stockholders' rights or pre-initial business combination activity
and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail
to complete our initial business combination within 24 months from the closing of the Offering, although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within such time period, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in
our second amended and restated certificate of incorporation. If we submit our initial business combination to our public stockholders
for a vote, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or after the Offering
in favor of our initial business combination, and the Deerfield Funds have agreed to vote the public shares it purchases in the Offering
in favor of our initial business combination, subject to Deerfield Management's consent right with respect to our initial business combination,
described elsewhere in this prospectus.


 



    


     


    




 


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 one-for-one 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 as-converted 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 one-for-one basis.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the
earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business
combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period
commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial
business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in
all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property.


 


Description of Warrants


 


	1.	Public Stockholders’ Warrants



 


Each whole
warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
as described in the Prospectus, at any time commencing on the later of 12 months from the closing of the Public Offering and 30 days after
the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities
Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available
(or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such
shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the
holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common
stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will not be able
to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at
5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated
to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective
and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless
the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the
securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event
that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the share of Class A common stock underlying such unit.


 



    


     


    

 


We
have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act,
of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A
common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants
who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in
the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect,
we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of warrants for cash


 


Once the warrants become exercisable, we may call the warrants
for redemption for cash:


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;



 


		•	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and



 


		•	if, and only if, the closing price of the 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-trading day period ending three business days before we send to the notice of redemption to the warrant holders.



 


If and when
the warrants become redeemable by us for cash, 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.


 


We have established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of
the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) as well as the


$11.50 warrant exercise price after
the redemption notice is issued.


 






    


     


    

 


Redemption of warrants for cash


 


Once the warrants become exercisable, we may call the warrants
for redemption for cash:


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;



 


		•	upon not less than 30 days' prior written notice of redemption (the "30-day redemption period") to each warrantholder; and



 


		•	if, and only if, the closing price of the 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-trading day period ending three business days before we send to the notice of redemption to the warrant holders.



 


If and when the warrants become
redeemable by us for cash, 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.


 


We have established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a
significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of
the warrants, each warrantholder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date.
However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the
redemption notice is issued.


 


Redemption of warrants for shares of Class A common stock


 


Commencing ninety days after the warrants become exercisable,
we may redeem the outstanding warrants:


 


		•	in whole and not in part;



 


		•	at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption
provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares determined by reference
to the table below, based on the redemption date and the "fair market value" of our Class A common stock (as defined below)
except as otherwise described below;



 


		•	if, and only if, the last reported sale price of our Class A common stock equals
or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and
the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;



 


		•	if, and only if, the private placement warrants are also concurrently called for
redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above;
and



 


		•	if, and only if, there is an effective registration statement covering the issuance
of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout
the 30-day period after written notice of redemption is given.



 






    


     


    

 


The numbers in the table below represent
the number of shares of Class A common stock that a warrant holder will receive upon exercise in connection with a redemption by us pursuant
to this redemption feature, based on the "fair market value" of our Class A common stock on the corresponding redemption date
(assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the
average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement,
references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock
has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in
the table below will not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise of the warrants
if we are not the surviving entity following our initial business combination.


 


The stock prices set forth in the
column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is
adjusted. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the
table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


	 	Fair
    Market Value of Class A Common Stock
	Redemption
    Date (period to expiration of warrants)	10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	18.00
	57 months	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365
	54 months	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365
	51 months	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365
	48 months	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365
	45 months	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.365
	42 months	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364
	39 months	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364
	36 months	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364
	33 months	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364
	30 months	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364
	27 months	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364
	24 months	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364
	21 months	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364
	18 months	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363
	15 months	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363
	12 months	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363
	9 months	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362
	6 months	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362
	3 months	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0 months	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A common stock to be issued for each warrant exercised will be
determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the
earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported
sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice
of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration of the
warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A common stock for
each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the
average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date
on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until
the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class
A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more
than 0.365 shares of Class A common stock per warrant. Finally, as reflected in the table above, if the warrants are out of the money
and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature,
since they will not be exercisable for any shares of Class A common stock.


  



    


     


    




 


This redemption
feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a
redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock
exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
warrants to be redeemed when the Class A common stock are trading at or above $10.00 per share, which may be at a time when the
trading price of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature
to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set
forth above under "—Redemption of warrants for cash." Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of the date of this prospectus. This redemption right provides us with an additional
mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the
warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption
price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of
the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we
believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the
warrant holders.


 


As stated above, we
can redeem the warrants when the Class A common stock are trading at a price starting at $10.00, which is below the exercise price
of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders
with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the
warrants when the Class A common stock are trading at a price below the exercise price of the warrants, this could result in the
warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their
warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of
$11.50.


 


No fractional Class A common stock
will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round
down to the nearest whole number of the number of Class A common stock to be issued to the holder. If, at the time of redemption, the
warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance,
if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.


 


Redemption procedures and cashless
exercise


 


If we call
the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his,
her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are
outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon
the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by
surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our
Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average last reported sales price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon
exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will
reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an
attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call
our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would
still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above
that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis, as described in more detail below.


 



    


     


    




 


A holder
of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to
exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class
A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a share capitalization payable in shares of Class A common
stock, or by a split-up of common stock or other similar event, then, on the effective date of such share capitalization, split-up
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion
to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to
purchase Class A common stock at a price less than the fair market value will be deemed a share capitalization of a number of shares
of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
Class A common stock) and (ii) the quotient of (x) the price per share of Class A common stock paid in such rights offering and (y)
the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of
Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the
volume weighted average price of shares of Class A common stock as reported during the ten (10) trading day period ending on the
trading day prior to the first date on which the Class A common stock trades on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In addition,
if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to the holders of Class A common stock on account of such Class A common stock (or other securities into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends or $0.50 per annum subject to adjustment, (c) to
satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination including
in connection with a vote to extend the time we have to complete an initial business combination, or (d) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each share of Class A common stock in respect of such event.


 


If the number
of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of
Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to
such decrease in outstanding share of Class A common stock.


 


Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such
adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 



    


     


    




 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination, at an issue price or effective issue price of less than $9.20 per
share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of
directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any
founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer or
reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted average
trading price of our Class A common stock during the 10 trading day period starting on the trading day after the day on which we
consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share
redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the nearest cent)
to be equal to 180% of the Market Value.


 


In case
of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely affects
the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other
than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu
of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that
is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The warrants
will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, and that all other modifications or amendments require the vote or written consent of the holders
of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement
warrants, a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which has
been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and
conditions applicable to the warrants.


 


The warrants
may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants
being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they
exercise their warrants and receive Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 



    


     


    




 


No fractional
shares will be issued upon exercise of the warrants. 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.


 


We have agreed
that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement
will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New
York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or
claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the United States District
Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated
by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our
company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


		2.	Private Placement Warrants



 


The private
placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as
described under the section of the Prospectus entitled “Principal Stockholders — Transfers of Founder Shares and Private Placement
Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement
warrants) and they will not be redeemable by us for cash so long as they are held by the initial stockholders or their permitted transferees.
The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis.
Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the warrants
being sold as part of the units in the Public Offering. If the private placement warrants are held by holders other than the initial purchasers
or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis
as the warrants included in the units being sold in the Public Offering.


 


If holders
of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her
or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class
A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date
on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this
time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell
our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling
our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities,
an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public
stockholders who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open
market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a
result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance
transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants.


Our initial
stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable
upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except
that, among other limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders — Transfers
of Founder Shares and Private Placement Warrants,” transfers can be made to our officers and directors and other persons or entities
affiliated with the sponsor.