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, ION Acquisition
Corp 2 Ltd. (“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 Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its warrants, with each
whole warrant exercisable for one share of class A ordinary shares for $11.50 per share, and (iii) its units, consisting of one
share of Class A ordinary shares and one-third of one redeemable warrant, with each whole warrant entitling the holder thereof
to purchase one share of Class A ordinary shares. In addition, this Description of Securities also contains a description of the
Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or “founder
shares”), which is not registered pursuant to Section 12 of the Exchange Act but is convertible into shares of the Class
A ordinary shares. The description of the Class B ordinary shares is necessary to understand the material terms of the Class A
ordinary shares.


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A ordinary shares, $0.0001 par value, 50,000,000
shares of Class B ordinary shares, $0.0001 par value, and 5,000,000 shares of undesignated preference shares, $0.0001 par value.
The following description summarizes the material terms of our capital stock.


 


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.


 


Units


 


Public Units


 


Each unit has an offering price of $10.00
and consists of one Class A ordinary share and one-fifth of one warrant. Each whole warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus. 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. For example, if a warrant holder holds
one-fifth of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds
five-fifths of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share.
The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following
the date of filing of the Company’s final prospectus with the SEC unless Cowen informs us of its decision to allow earlier
separate trading, subject to our having filed a Current Report on Form 8-K and having issued a press release announcing when such
separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option
to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact
our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least five units, you will
not be able to receive or trade a whole warrant.


 


We have filed with the SEC a Current Report
on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds from the consummation of the Company’s
Initial Public Offering, which also reflects the exercise of the underwriter’s over-allotment option.


 


The units will automatically separate into
their component parts and will not be traded after completion of our initial business combination


 






     


     


    

 


Ordinary Shares


 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. 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. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions
of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted
is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of the 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. 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 appointed
in each year. 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. However, only holders of Class B
ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of
our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors
until after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when,
as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated memorandum
and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, 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 Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term.


 


In accordance with NYSE corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our
listing on NYSE. There is no requirement under the Companies Law for us to hold annual or general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.


 


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, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00
per public share. Our initial shareholders, 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 their founder shares and public shares in connection with the
completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder 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 shareholder
vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association, 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 amended and
restated memorandum and articles of association require 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 shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for
business or other 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. 


 






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If we seek shareholder approval, we will
complete our initial business combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of the holders of a majority of the shares present in person or by proxy at a general meeting of the company.
However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions
(as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority
of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of
seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once
a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five days’ notice
will be given of any general meeting.


 


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 provide 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 20% 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 shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public
shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition
to our initial shareholders’ founder shares, we would need 9,487,501, or 37.5%, of the 25,300,000 public shares sold in our
initial 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
shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or
whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination by February 16, 2023, 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 (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 shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Our initial shareholders, officers and directors have entered into a letter agreement 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 by February 16, 2023. However, if our sponsor or management team acquire public shares in or after
our initial 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 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, divided by the number
of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the
conditions described herein.


 






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Founder Shares


 


The founder shares are designated as Class
B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold
in the Company’s Initial public offering, and holders of founder shares have the same shareholder rights as public shareholders,
except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder
shares are entitled to registration rights; (iii) Our initial shareholders, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public
shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to
their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination
by February 16, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity, (C) 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 by February 16, 2023, 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 (D) vote any founder shares held by them and any public shares purchased during
or after the Company’s Initial public offering (including in open market and privately-negotiated transactions) in favor
of our initial business combination, (iv) the founder shares are automatically convertible into Class A ordinary shares 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 amended and restated memorandum and articles of association, and (v) only holders of Class B ordinary
shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial
business combination.


   


The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on
a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares
outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including
the total number of Class A ordinary shares 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 Class A ordinary shares or equity-linked securities exercisable for or convertible into Class
A ordinary shares 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 saleable (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 ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share 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, share exchange or other similar transaction that results in all of our shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property. 


 






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Warrants


 


Public 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 the Company’s Initial public offering or 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 Class A ordinary shares 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 Class A
ordinary shares. 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 five 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 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 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 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 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 ordinary shares
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 Class A ordinary shares 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.


 


Redemption of Warrants when the price
per Class A Ordinary Share equal or exceeds $18.00.


 






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


 


		●	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; provided that holders
                                         will be able to exercise their warrants on a cashless basis prior to redemption and receive
                                         that number of shares, based on the redemption date and the “fair market value”
                                         of our Class A ordinary shares except as otherwise described herein; and


 


		●	if,
                                         and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00
                                         per share (as adjusted for adjustments to the number of shares issuable upon exercise
                                         or the exercise price of a warrant) 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.


 


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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise the warrants.


 


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 is entitled to exercise its warrant prior to the scheduled redemption date. However, the price
of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 


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 (except as described herein with respect to the private
placement warrants):


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $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” (as defined below) of our Class A ordinary
                                         shares except as otherwise described below; and



 


		●	if,
                                         and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00
                                         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 “— Redemption
                                         Procedures — 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.



 


Beginning
on the date the notice of redemption is given and 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 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 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.


 






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Pursuant to the warrant agreement, references
above to Class A ordinary shares will include a security other than Class A ordinary shares into which the Class A ordinary shares
have been converted or for which they have been exchanged in the event we are not the surviving company in our initial business
combination.


 


This redemption feature differs from the
typical warrant redemption features used in many other blank check company 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.
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.
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 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 4.9% or 9.8% (as specified by the
holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.


 






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Anti-dilution Adjustments.  If the
number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by
a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division
or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to
such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization
of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares 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 ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share 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
Class A ordinary shares, in determining the price payable for Class A ordinary shares, 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 Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A ordinary shares trade 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 all or substantially all Class A ordinary shares on account of such Class A ordinary shares (or other securities into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption
rights of the holders of Class A ordinary shares in connection with a proposed 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 Class A ordinary share in respect of such event.


 


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


 


Whenever the number of Class A ordinary
shares 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 Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y)
the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market
Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger prices described above under “Description of Securities — Warrants — Public Warrants — Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted
(to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






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In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class
A ordinary shares), 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
issued and outstanding Class A ordinary shares), 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 ordinary shares immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of Class A ordinary shares 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 ordinary shares in such a transaction is
payable in the form of Class A ordinary shares 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 for the purpose of (i) curing any ambiguity
or to correct any defective provision or 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 prospectus, (ii) adjusting 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 50% of the then-outstanding public warrants is required to make any change
that adversely affects the interests of the registered holders of public warrants, and, solely with respect to any amendment to
the terms of the private placement warrants, 50% of the then outstanding private placement warrants. You should review a copy of
the warrant agreement, which is 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 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.


 






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Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of such 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 “Principal
Shareholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other
persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they are held by our sponsor,
members of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have the option to exercise the
private placement warrants on a cashless basis. Except as described below, 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 Company’s Initial public offering. If
the private placement warrants are held by holders other than the sponsor or its 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
Company’s Initial 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 Class A ordinary shares equal to 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” of our Class A ordinary shares
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will
mean the average reported closing price of the Class A ordinary shares 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 sponsor or its 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 shareholders who could exercise their warrants and sell the Class A ordinary
shares 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.


 


Certain Anti-Takeover Provisions Of Our Amended And Restated
Memorandum and Articles of Association


 


Our amended and restated memorandum and
articles of association provide that our board of directors will be classified into three classes of directors. As a result, in
most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual
general meetings.


 


Our authorized but unissued Class A ordinary
shares and preference shares are available for future issuances without shareholder approval and could be utilized for a variety
of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence
of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


 


 


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