Exhibit 4.5


 


Description
of Securities


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 300,000,000 shares of Class
A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is
only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one-third of one redeemable warrant.
Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade.


 


The
Class A common stock and warrants comprising the units will begin separate trading on the March 22, 2021. Our Unit holders 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 shares of Class A common stock and warrants.


 


Common
Stock


 


We
have two classes of Common Stock: Class A and Class B.


 


All
common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders
of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on
all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as
required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, 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 will be 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 amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of Class A common stock,
if we were to enter into an initial business combination, we may (depending on the terms of such an initial 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 initial business combination to the extent we seek stockholder approval in connection with our initial
business combination.


 


In
accordance with Nasdaq’s 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 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 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 described herein. The amount in the trust account is initially anticipated to be approximately
$10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by deferred underwriting commissions we will pay to the underwriters. Our 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 any public shares held by them in connection with the completion of our initial business combination. 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 either (i) in connection with a stockholder meeting called to approve the initial business combination or
(ii) without a stockholder vote by means of a tender offer. If we seek stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of
the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to
vote at such meeting. If we conduct redemptions by means of a tender offer, the tender offer documents will contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules.


 


If
we seek stockholder approval, the participation of our sponsor, officers, directors, advisors or any of 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 stockholders vote, or indicate their intention to vote, against such business combination. For
purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on
the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days’ (but
not less than 10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote
shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our
initial stockholders, may make it more likely that we will consummate our initial business combination.


 


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 amended and restated certificate of incorporation will
provide 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 more than an aggregate of 15% of the shares of common stock sold in the
offering, which we refer to as the Excess Shares. 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 the 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 stock in open market transactions,
potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, pursuant to a letter agreement, our sponsor,
officers and directors have agreed to vote their founder shares and any public shares purchased during or after the offering (including
in open market and privately-negotiated transactions) in favor of our initial business combination.


 


As
a result, in addition to our initial stockholders’ founder shares, we would need only 8,625,001, or 37.5%, of the 23,000,000
public shares sold in the 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. In addition, following PSAM’s purchase of 2,000,000 of
our units in the offering, representing 8.7% of the outstanding units sold in our offering, which includes 2,000,000 public shares.
If PSAM votes those public shares in favor of our initial business combination, then we would need only 6,624,001 public shares
in addition to the PSAM public shares, or 28.8% of the 23,000,000 public shares sold in our offering, to be voted in favor of
our initial business combination in order to have our initial business combination approved (assuming all outstanding shares are
voted). Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against
the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the
proposed transaction (subject to the limitation described in the preceding paragraph).


 






    2


     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
24 months from the closing of the offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than 10 business days thereafter subject to lawfully available funds therefor, 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 pay our taxes (less 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 sponsor, 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 any founder shares held by them if we fail to complete our initial business combination within 24 months from
the closing of the offering. However, if our initial stockholders acquire public shares in or after the 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 an initial 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 stock, 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 stockholders
with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit
in the trust account, including interest (which will be net of taxes paid by us) upon the completion of our initial business combination,
subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares 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 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 any public shares held by them in connection with the completion of our initial business
combination, (B) to waive their redemption rights with respect to their founder shares and public shares in connection with a
stockholder vote to approve an amendment to our amended and restated certificate of incorporation to (i) modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months
from the closing of the offering or (ii) 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 held by them 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,
(iii) the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class A
common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to
certain anti-dilution rights as described herein and (iv) are entitled to registration rights. If we submit our initial
business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed (and its
permitted transferees will agree) pursuant to the letter agreement to vote any founder shares held by them and any public
shares purchased during or after the offering (including in open market and privately-negotiated transactions) in favor of
our initial business combination.


 






    3


     


    

 


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 sum of the total number of all shares of common stock outstanding
upon the completion of the offering, plus 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 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-equivalent 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. We
cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance
would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following:
(i) closing conditions that are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders
on structuring an initial business combination; or (iii) negotiation with parties providing financing that would trigger the anti-dilution
provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership
of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such
adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock. The term
“equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable
for shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including
but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the
conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or
similar securities.


 


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 (B) subsequent to our initial business
combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination or (y) the date, following the completion of our
initial business combination, on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors will be able to,


 


without
stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other
rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue
preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred
stock were issued or registered in the offering.


 


Redeemable
Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the offering and
30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise
its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time
by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least three 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.


 






    4


     


    

 


We
will not be obligated to deliver any shares of 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 shares of Class A
common stock underlying the warrants is then effective and a current 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
shares of Class A common stock upon exercise of a warrant unless 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, if not cash settled, will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such unit.


 


We
are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed
that as soon as practicable, but in no event later than 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 registering the issuance of the shares of Class A common
stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in 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 60th business day after the closing of our initial business combination or within a specified period following
the consummation of our initial business combination, warrantholders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such
exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their
warrants on a cashless basis.


 


Redemption
of warrants when the price per Class A common share equals or exceeds $18.00. 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;



 


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



 


		●	if,
                                         and only if, the closing price of the Class A common stock 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 Stockholders’ Warrants — Anti-dilution Adjustments”)
                                         on the trading day prior to the date on which 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 common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those
Class A common stock 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.


 


We
have established the last of the redemption criteria 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. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant
holder to pay the exercise price for each warrant being exercised. However, the price of the Class A common stock may fall below
the $18.00 redemption trigger price (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 Stockholders’ Warrants —
Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice
is issued.


 






    5


     


    

 


Redemption
of warrants when the price per Class A common share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem
the outstanding warrants:


 


		●	in
                                         whole and not in part, and only if the private placement warrants are simultaneously
                                         redeemed;



 


		●	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 common stock (as defined below) except as otherwise described below; and



 


		●	if,
                                         and only if, the closing price of our Class A common stock 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 Stockholders’ Warrants — Anti-dilution Adjustments”o)
                                         on the trading day prior to the date on which we send the notice of redemption to the
                                         warrant holders. 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 common stock 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 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 for these purposes based on volume weighted average price of our Class A common
                                         stock for 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 common stock shall include a security other than Class A common stock into
which the Class A common stock 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 common stock
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 exercise price of the warrant after such adjustment and the denominator of which is the price of
the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted
by multiplying such share amounts 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. 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.


 






    6


     


    

 


Redemption
Date


 



	Redemption
    Date	 	Fair Market Value of Class A Common stock	 
	
 (period to expiration of warrants)
	 	≤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 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 volume weighted average price of our 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 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 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 volume weighted average price
of our 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 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 on a cashless basis in connection with this redemption feature
for more than 0.361 Class A common stock 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 common stock.


 






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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 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 public 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 when the price per Class A common 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 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 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 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. At such time as the warrants become exercisable for a security other than the Class A common
stock, 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.


 


Maximum
Percentage 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 common stock issued and outstanding immediately after giving
effect to such exercise.


 


Anti-Dilution
Adjustments. If the number of outstanding Class A common stock is increased by a capitalization or share dividend payable in Class
A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such capitalization or
share dividend, split-up or similar event, the number of Class A common stock issuable on exercise of each warrant will be increased
in proportion to such increase in the outstanding common stock. A rights offering made to all or substantially all holders of
common stock entitling holders to purchase Class A common stock at a price less than the “historical fair market value”
(as defined below) will be deemed a share dividend of a number of Class A common stock equal to the product of (i) the number
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) one minus the quotient of (x) the price per
Class A common share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights
offering is for securities convertible into or exercisable for 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) “historical fair market value” means the volume weighted average price
of Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which
the Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 






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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 all or substantially all of the holders of the 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) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed
$0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted
in an adjustment to the exercise price or to the number of Class A common stock issuable on exercise of each warrant) but only
with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to
satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A common stock in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide
holders of our Class A common stock 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 24 months from the closing
of the offering or (B) with respect to any other provision relating to the rights of holders of our Class A common stock, or (e)
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 common share in respect of such event.


 


If
the number of outstanding Class A common stock is decreased by a consolidation, combination, reverse share sub-division or reclassification
of Class A common stock 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 common stock issuable on exercise of each warrant will
be decreased in proportion to such decrease in outstanding Class A common stock.


 


Whenever
the number 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 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 Class A common stock so purchasable immediately thereafter.


 


In
addition, if (x) we issue additional Class A common stock or equity-linked securities, excluding the forward purchase 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 (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 sponsor or its affiliates, without taking into account any founder
shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(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 volume weighted average trading price of our Class A common stock during the 20 trading day
period starting on the trading day prior to 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described
above under “— Redemption of warrants when the price per Class A common share equals or exceeds $18.00” and
“— Redemption of warrants when the price per Class A common stock 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 described above under “— Redemption of warrants when the price per Class A common share equals
or exceeds $10.00” 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 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 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. However, if such holders were
entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation
or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be
deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that
affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders
(other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders
of the company as provided for in the company’s amended and restated memorandum and articles of association or as a result
of the redemption of Class A common stock by the company if a proposed initial business combination is presented to the stockholders
of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part,
and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members
of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the issued and outstanding Class A common stock, the holder of a warrant will be entitled to
receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in the warrant agreement. 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 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 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 correcting 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 prospectus, or defective
provision (ii) amending the provisions relating to cash dividends on common stock 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. You should review
a copy of the warrant agreement, which will be 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
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.


 






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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 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.


 


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 this prospectus entitled “Principal Stockholders — Restrictions
on 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, Jefferies or their
respective permitted transferees. 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 offering, including as to exercise price, exercisability
and exercise period. If the private placement warrants are held by holders other than the sponsor, Jefferies or their respective
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 offering.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they 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 shares of Class A common stock underlying the warrants multiplied by the excess of the “fair market value”
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” means
the average reported 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 sponsor or its permitted transferees is because it is
not known at this time whether they will be affiliated with us following an initial 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 sell the shares
of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly
restricted from doing so. 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 at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms
of such working capital loans by our sponsor or their affiliates, or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.


 






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Our
sponsor has 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 this prospectus entitled “Principal Stockholders
— Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and
other persons or entities affiliated with our sponsor.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial conditions subsequent to completion of an initial business combination. The
payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors
at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.


 




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