Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2020, Acies
Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its
units, consisting of one share of Class A common stock and one-third of one redeemable public warrant, with each whole warrant entitling
the holder thereof to purchase one share of Class A common stock (ii) its Class A common stock, $0.0001 par value per share, and (iii)
its public warrants, with each whole warrant exercisable for one share of class A common stock for $11.50 per share.


 


Pursuant
to our amended and restated certificate of incorporation, the share capital of the Company is US$55,500 divided into 500,000,000
shares of Class A common stock and 50,000,000 shares
of Class B common stock, $0.0001 par value, and 5,000,000 shares
of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock 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, our bylaws, and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report
on Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.4 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2020 (the “Report”).


 


Units


 


Each unit has an offering
price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the
holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole
warrant may be exercised at any given time by a warrant holder.


 


Class A Ordinary Shares 


 


Ordinary shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of
our shareholders except as required by law. Approval of certain actions will require a special resolution under Cayman Islands law, being
the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors,
with the result that the holders of more than 50% of the shares voted for the appointment of directors can elect all of the directors.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. The provisions of our amended and restated memorandum and articles of association governing the appointment
or removal of directors prior to our initial business combination may only be amended by a special resolution passed by not less than
two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority
of our Class B ordinary shares. 


 






     


     


    

 


We will provide our public
shareholders 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 pay our taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations
described herein. 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. The redemption rights will include the requirement that a beneficial owner must
identify itself in order to valid redeem its shares. Our sponsor and each member of our management team have entered into an agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held
by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an
amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion
window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.


 


If we seek shareholder 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 amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder 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 shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect
to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders 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. 


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders 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 ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders 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 pay our taxes, if any, divided by the number of the then-outstanding public shares,
upon the completion of our initial business combination, subject to the limitations described herein.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of one year from the closing of our initial public offering and 30 days after the completion
of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a
warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.


 


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 ordinary shares 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 ordinary shares underlying the warrants is then
effective and a report relating thereto is current, subject to our satisfying our obligations described below with respect to registration,
or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A
ordinary share upon exercise of a warrant unless the Class A ordinary share 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 Class A ordinary share underlying
such unit. 


 






     


     


    

 


We have agreed that as soon
as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become
effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration
statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified
in the warrant agreement; provided that if our Class A ordinary shares 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, but we will use our commercially reasonably efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but we will use our commercially reasonably efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value”
(defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value”
as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending
on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 


 


Redemption of warrants when
the price per Class A ordinary share equals or exceeds $18.00.   Once the warrants become exercisable, we may
redeem the outstanding warrants: 


 


		·	in whole and not in part; 






		·	at a price of $0.01 per warrant; 






		·	upon a minimum of 30 days’ prior written
notice of redemption to each warrant holder; and 






		·	if, and only if, the closing price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution
Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders. 



 


We will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available
throughout the 30-day redemption period. If and when the warrants become redeemable by us, 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. 


  


Redemption of warrants when
the price per Class A ordinary share equals or exceeds $10.00.   Once 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 on a cashless basis 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 ordinary shares (as defined below) except as otherwise described below; 



 






     


     


    

 


		·	if, and only if, the closing price of our Class A
ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’
Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three
trading days before we send the notice of redemption to the warrant holders; and 






		·	if the closing price of the Class A ordinary
shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice
of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’
Warrants — Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for
redemption on the same terms as the outstanding public warrants, as described above. 



 


Beginning on the date the notice
of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis.
The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our
Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants
are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A ordinary
shares during the 10 trading days immediately following 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. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading
day period described above ends. 


 


Pursuant to the warrant agreement,
references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
ordinary shares have 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 Class A ordinary shares to be issued upon exercise
of the warrants if we are not the surviving entity following our initial business combination. 


 


The share 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
or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If
the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the
share 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. If the exercise price of a warrant is adjusted, (a) in the case of an
adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share
prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of
the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator
of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in
the exercise price of a warrant pursuant to such exercise price adjustment. 


 






     


     


    

  


	Redemption Date 

(period to expiration of warrants)	​	​	Fair Market Value of Class A Ordinary Shares
	​	$10.00 	11.00 	12.00 	13.00 	14.00 	15.00 	16.00 	17.00 	18.00 	​
	60 months 	​	​	​	0.261	​	​	0.281	​	​	​	0.297	​	​	​	0.311	​	​	​	0.324	​	​	​	0.337	​	​	​	0.348	​	​	​	0.358	​	​	​	0.361	​	​
	57 months 	​	​	​	0.257	​	​	0.277	​	​	​	0.294	​	​	​	0.310	​	​	​	0.324	​	​	​	0.337	​	​	​	0.348	​	​	​	0.358	​	​	​	0.361	​	​
	54 months 	​	​	​	0.252	​	​	0.272	​	​	​	0.291	​	​	​	0.307	​	​	​	0.322	​	​	​	0.335	​	​	​	0.347	​	​	​	0.357	​	​	​	0.361	​	​
	51 months 	​	​	​	0.246	​	​	0.268	​	​	​	0.287	​	​	​	0.304	​	​	​	0.320	​	​	​	0.333	​	​	​	0.346	​	​	​	0.357	​	​	​	0.361	​	​
	48 months 	​	​	​	0.241	​	​	0.263	​	​	​	0.283	​	​	​	0.301	​	​	​	0.317	​	​	​	0.332	​	​	​	0.344	​	​	​	0.356	​	​	​	0.361	​	​
	45 months 	​	​	​	0.235	​	​	0.258	​	​	​	0.279	​	​	​	0.298	​	​	​	0.315	​	​	​	0.330	​	​	​	0.343	​	​	​	0.356	​	​	​	0.361	​	​
	42 months 	​	​	​	0.228	​	​	0.252	​	​	​	0.274	​	​	​	0.294	​	​	​	0.312	​	​	​	0.328	​	​	​	0.342	​	​	​	0.355	​	​	​	0.361	​	​
	39 months 	​	​	​	0.221	​	​	0.246	​	​	​	0.269	​	​	​	0.290	​	​	​	0.309	​	​	​	0.325	​	​	​	0.340	​	​	​	0.354	​	​	​	0.361	​	​
	36 months 	​	​	​	0.213	​	​	0.239	​	​	​	0.263	​	​	​	0.285	​	​	​	0.305	​	​	​	0.323	​	​	​	0.339	​	​	​	0.353	​	​	​	0.361	​	​
	33 months 	​	​	​	0.205	​	​	0.232	​	​	​	0.257	​	​	​	0.280	​	​	​	0.301	​	​	​	0.320	​	​	​	0.337	​	​	​	0.352	​	​	​	0.361	​	​
	30 months 	​	​	​	0.196	​	​	0.224	​	​	​	0.250	​	​	​	0.274	​	​	​	0.297	​	​	​	0.316	​	​	​	0.335	​	​	​	0.351	​	​	​	0.361	​	​
	27 months 	​	​	​	0.185	​	​	0.214	​	​	​	0.242	​	​	​	0.268	​	​	​	0.291	​	​	​	0.313	​	​	​	0.332	​	​	​	0.350	​	​	​	0.361	​	​
	24 months 	​	​	​	0.173	​	​	0.204	​	​	​	0.233	​	​	​	0.260	​	​	​	0.285	​	​	​	0.308	​	​	​	0.329	​	​	​	0.348	​	​	​	0.361	​	​
	21 months 	​	​	​	0.161	​	​	0.193	​	​	​	0.223	​	​	​	0.252	​	​	​	0.279	​	​	​	0.304	​	​	​	0.326	​	​	​	0.347	​	​	​	0.361	​	​
	18 months 	​	​	​	0.146	​	​	0.179	​	​	​	0.211	​	​	​	0.242	​	​	​	0.271	​	​	​	0.298	​	​	​	0.322	​	​	​	0.345	​	​	​	0.361	​	​
	15 months 	​	​	​	0.130	​	​	0.164	​	​	​	0.197	​	​	​	0.230	​	​	​	0.262	​	​	​	0.291	​	​	​	0.317	​	​	​	0.342	​	​	​	0.361	​	​
	12 months 	​	​	​	0.111	​	​	0.146	​	​	​	0.181	​	​	​	0.216	​	​	​	0.250	​	​	​	0.282	​	​	​	0.312	​	​	​	0.339	​	​	​	0.361	​	​
	9 months 	​	​	​	0.090	​	​	0.125	​	​	​	0.162	​	​	​	0.199	​	​	​	0.237	​	​	​	0.272	​	​	​	0.305	​	​	​	0.336	​	​	​	0.361	​	​
	6 months 	​	​	​	0.065	​	​	0.099	​	​	​	0.137	​	​	​	0.178	​	​	​	0.219	​	​	​	0.259	​	​	​	0.296	​	​	​	0.331	​	​	​	0.361	​	​
	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 ordinary shares 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 volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date
on which the notice of redemption is sent to the holders of the warrants is $11.00 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 ordinary shares 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 volume weighted average price of our Class A ordinary shares during the 10 trading days immediately
following 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 ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis
in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 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 Class A ordinary
shares. 


 






     


     


    

 


This redemption feature differs
from the typical warrant redemption features used in many 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 ordinary shares 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 ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading price of
our Class A ordinary shares 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 when the price per Class A ordinary share equals or exceeds $18.00.” 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 of this report. 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. We will be required to pay the applicable 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 ordinary shares 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
ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer
Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary
shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50. 


 


No fractional Class A
ordinary shares 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 ordinary shares to be issued to the holder. If, at the time
of redemption, the warrants are exercisable for a security other than the Class A ordinary shares 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.
At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving
company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of
the warrants. 


 


Redemption procedures.   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 9.8% (or such other amount as a holder
may specify) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise. 


 


The warrants have certain anti-dilution
and adjustment rights upon certain events.


  


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 for the purpose of (i) curing
any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of
the warrants and the warrant agreement set forth in this report, or defective provision, (ii) amending the provisions relating to
cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any
provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the
approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects
the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration
statement in connection with our initial public offering, for a complete description of the terms and conditions applicable to the warrants.   


 


The warrant holders do not
have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A
ordinary shares. After the issuance of Class A ordinary shares 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 shareholders. 


 


No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. 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 Class A
ordinary shares to be issued to the warrant holder.