Exhibit 4.5


 


PRINCIPAL SHAREHOLDERS


 


The following table sets forth information regarding
the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A
ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:


 


	 	·	each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
	 	·	each of our executive officers, directors and director nominees; and all our executive officers and directors as a group.




 


Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table
does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days
of the date of this prospectus.


 


On June 26, 2020, our sponsor paid $25,000,
or approximately $0.004 per share, to cover for certain offering costs in consideration for 5,750,000 founder shares (of which, 750,000
are subject to forfeiture if the underwriters do not exercise their over-allotment option). On August 10, 2020, our sponsor transferred
25,000 founder shares to each of Michelle Gill, Lachy Groom, Gautam Gupta, Trina Spear, and Laura de Petra, and 30,000 founder shares
to Pierre Lamond. In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 3,000,000 private
placement warrants (or 3,300,000 if the over-allotment option is exercised in full) for a purchase price of $6,000,000 in a private placement
(or $6,600,000 if the over-allotment option is exercised in full) that will occur simultaneously with the closing of this offering (assuming
the underwriters do not exercise their over-allotment option). Prior to the initial investment in the company of $25,000 by the sponsor,
the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed
to the company by the number of founder shares issued. The number of shares beneficially owned and post-offering percentages in the
following table assume that the underwriters do not exercise their over-allotment option and that there are 31,000,000 ordinary shares,
consisting of (i) 20,000,000 Class A ordinary shares, (ii) 5,000,000 Class B ordinary shares, and (iii) 3,000,000
Class A ordinary shares (or 3,300,000 if the over-allotment option is exercised in full) underlying the private placement warrants,
issued and outstanding after this offering.


 


	 	 	NUMBER OF
 SHARES	 	 	APPROXIMATE
 PERCENTAGE OF
 OUTSTANDING
 ORDINARY SHARES	 
	NAME AND ADDRESS OF BENEFICIAL OWNER(1)	 	BENEFICIALLY

    OWNED(2)(3)(4)	 	 	BEFORE
 OFFERING	 	 	AFTER

OFFERING	 
	A-star (our sponsor)(3)	 	 	4,845,000	 	 	 	96.9	%	 	 	19.4	%
	Kevin E. Hartz(5)	 	 	—	 	 	 	—	 	 	 	—	 
	Spike Lipkin(5)	 	 	—	 	 	 	—	 	 	 	—	 
	Troy B. Steckenrider III(5)	 	 	—	 	 	 	—	 	 	 	—	 
	Pierre Lamond	 	 	30,000	 	 	 	*	 	 	 	*	 
	Michelle Gill	 	 	25,000	 	 	 	*	 	 	 	*	 
	Lachy Groom	 	 	25,000	 	 	 	*	 	 	 	*	 
	Gautam Gupta	 	 	25,000	 	 	 	*	 	 	 	*	 
	Trina Spear	 	 	25,000	 	 	 	*	 	 	 	*	 
	All officers, directors and director nominees as a group	 	 	4,975,000	 	 	 	99.5	%	 	 	19.9	%



 





 






	*	Less than one percent.
	(1)	The business address of each of the following entities and individuals is 16 Funston Avenue, Suite A, The Presidio of San Francisco,
San Francisco, California 94129.



 






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		(2)	Interests shown consist solely of founder shares (assuming the
underwriters do not exercise their over-allotment option), classified as Class B ordinary shares. The Class B ordinary shares
will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section
entitled “Description of Securities.”



		 	 



		(3)	Does not include 3,000,000 Class A ordinary shares underlying
the private placement warrants (or 3,300,000 warrants if the underwriters’ over-allotment option is exercised in full).



		 	 



		(4)	The shares reported herein are held in the name of our sponsor.
Our sponsor is governed by its managers, Kevin E. Hartz, Spike Lipkin and Troy B. Steckenrider III. As such, the managers have voting
and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared
beneficial ownership of the Class B ordinary shares held directly by our sponsor.



		 	 



		(5)	Does not include any shares indirectly owned by this individual
as a result of his ownership interest in our sponsor.



 


Immediately after this offering, our initial shareholders
will beneficially own approximately 20% of the then issued and outstanding ordinary shares and will have the right to appoint all of our
directors prior to the completion of our initial business combination. If we increase or decrease the size of this offering, we will effect
a share capitalization or a share surrender or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares
immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders (and their
permitted transferees, if any) at 20% of the issued and outstanding ordinary shares upon the consummation of this offering. Holders of
our public shares will not have the right to appoint any directors to our board of directors prior to the completion of our initial business
combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters
requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval
of significant corporate transactions including our initial business combination.


 


Our sponsor and our founding team have entered into
an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any
public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and
(ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares. Further, our sponsor and each member of our founding team have agreed to
vote their founder shares and public shares purchased during or after this offering in favor of our initial business combination.


 


Our sponsor is deemed to be our “promoter”
as such term is defined under the federal securities laws.


 


Transfers of Founder Shares and Private Placement Warrants


 


The founder shares, private placement warrants
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to
lock- up provisions in the agreement entered into by our sponsor and our founding team. Our sponsor and our founding team have agreed
not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of
our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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,
or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any
of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after
the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers
or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates,
any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family,
an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by
private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at
which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by
virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (g) to the Company for no
value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation
prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share
exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however,
that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be
bound by these transfer restrictions and the other restrictions contained in the letter agreement.


 






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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


 


On June 26, 2020, our sponsor paid $25,000,
or approximately $0.004 per share, to cover for certain offering costs in consideration for 5,750,000 founder shares. On August 10,
2020, our sponsor transferred 25,000 founder shares to each of Michelle Gill, Lachy Groom, Gautam Gupta, Trina Spear, and Laura de Petra,
and 30,000 founder shares to Pierre Lamond. Such shares will not be subject to forfeiture in the event the underwriters' over-allotment
is not exercised. The number of founder shares issued was determined based on the expectation that such founder shares would represent
20% of the issued and outstanding shares upon completion of this offering. If we increase or decrease the size of this offering, we will
effect a share capitalization or a share surrender or other appropriate mechanism, as applicable, with respect to our Class B ordinary
shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders (and
their permitted transferees, if any) at 20% of the issued and outstanding ordinary shares upon the consummation of this offering. Up to
750,00 founder shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’
over-allotment option is exercised. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may
not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.


 


Our sponsor has committed, pursuant to a written
agreement, to purchase 3,000,000 private placement warrants (or 3,300,000 if the over-allotment option is exercised in full) for a purchase
price of $6,000,000 (or$ 6,600,000 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously
with the closing of this offering. As such, our sponsor’s interest in this transaction is valued at between $6,000,000 and $6,600,000,
depending on the number of private placement warrants purchased. The private placement warrants and Class A ordinary shares issued
upon the exercise or conversion thereof may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.


 


As more fully discussed in the section of this prospectus
entitled “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a
business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or
contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.
Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their
duties to us.


 


We currently maintain our executive offices at 16
Funston Avenue, Suite A, The Presidio of San Francisco, San Francisco, California 94129. The cost for our use of this space is included
in the $10,000 per month fee we will pay to our sponsor for office space, administrative and support services, commencing on the date
that our securities are first listed on the NYSE. Upon completion of our initial business combination or our liquidation, we will cease
paying these monthly fees.


 


No compensation of any kind, including finder’s
and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered
prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any
out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner businesses and performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us
to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will
be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities
on our behalf.


 


The Company has engaged Newfront Insurance, of which
Spike Lipkin is the Co-Founder and serves as its Chief Executive Officer and director and Kevin E. Hartz serves as a director, as
broker for the Company’s directors and officers liability insurance. The Company expects to pay a broker commission fee to Newfront
Insurance of approximately $41,165.


 


Our sponsor may loan us up to $300,000 under the
promissory note to be used for a portion of the expenses of this offering. These loans would be non-interest bearing, unsecured and are
due at the earlier of December 31, 2020 and the closing of this offering. The loan will be repaid upon the closing of this offering
out of the estimated $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses and that is not held
in the trust account.


 






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In addition, 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. If we complete an initial business combination, we may repay
such loaned amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $2.00 per
warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price,
exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of our founding
team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account.


 


After our initial business combination, members
of our founding team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts
being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.


 


We will enter into a registration and shareholder
rights agreement pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration
rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any) and the
Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Further, pursuant to an
agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business
combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any
securities covered by the registration and shareholder rights agreement, which is described under the section of this prospectus entitled
 “Description of Securities — Registration and Shareholder Rights.”


 


Policy for Approval of Related Party Transactions


 


The audit committee of our board of directors will
adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions
required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings,
the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms
of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and
the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the
related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but
may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related
party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit
the related party transaction.


 






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DESCRIPTION OF SECURITIES


 


As of December 31, 2020, one (“we,”
 “our,” “us” or the “company”) had the following three classes of securities registered under Section 12
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A
ordinary share and one-fourth of one redeemable warrant, (ii) Class A ordinary shares, par value $0.0001 per share,
and (iii) redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50.
In addition, this Description of Securities also references the company’s Class B ordinary shares, par value $0.0001 per share
(the “Class B ordinary shares” or “founder shares”), which are not registered pursuant to Section 12
of the Exchange Act but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is included
to assist in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor”
are to A-star and references to our “initial shareholders” are to our sponsor and the other holders of our Class B ordinary
shares.


 


We are a Cayman Islands exempted company and our
affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman
Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 400,000,000 Class A
ordinary shares and 10,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following
description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of
association. 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 Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, 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.


 


Ordinary Shares


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as required by law. 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 our ordinary shares that are voted, and pursuant to our
amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles
of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes,
each of which will generally serve for terms 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 appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as
and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders
of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to
vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may
only be amended by a special resolution passed by holders representing at least two- thirds of our issued and outstanding Class B
ordinary shares.


 






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Because our amended and restated memorandum and
articles of association will authorize the issuance of up to 400,000,000 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.


 


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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein.


 


If a shareholder vote is not required by applicable
law or stock exchange rule and we do not decide to hold a shareholder vote for business or other 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 will require these tender offer documents to 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, however, a shareholder
approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business
or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business
combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of a majority of the shareholders who attend and vote 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 unless restricted by applicable NYSE rules. For purposes of seeking approval of the
majority of our issued and outstanding ordinary shares, 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 will 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 provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares
exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.


 






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If we seek shareholder approval, we will complete
our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor
and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after this offering
in favor of our initial business combination.


 


Pursuant to our amended and restated memorandum
and articles of association, if we do not consummate an initial business combination within 24 months from the closing of this offering,
we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any); 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 each case of clause (ii) and (iii),
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor
and each member of our founding team have entered into an 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 they hold if we fail to consummate an initial business
combination within 24 months from the closing of this 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 24 months from the
closing of this offering).


 


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 income taxes, if any, divided by the number of the then-outstanding public
shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


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
this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that:


 






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		·	prior to our initial business combination, only holders of our founder shares
will have the right to vote on the appointment of directors;



 


		·	the founder shares are subject to certain transfer restrictions, as described
in more detail below;



 


		·	our sponsor and our founding team have entered into an agreement with us,
pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they
hold, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this
offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares and (iii) waive their rights to liquidating distributions from
the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business
combination within 24 months from the closing of this 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 24 months from the
closing of this offering);



 


		·	the founder shares will automatically convert into our Class A ordinary
shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and
anti- dilution rights” and in our amended and restated memorandum and articles of association; and



 


		·	the founder shares are entitled to registration rights.



 


The founder shares will automatically convert
into Class A ordinary shares immediately upon the consummation of our initial business combination at a ratio such that the number
of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis,
20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the
sum of 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, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued
to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans. In no event will the
Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.


 


Except as described herein, our sponsor and our
founding team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the
completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price
of our 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, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or
other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and our founding
team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise
thereof. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing
price of our 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, the founder shares will be released from the lock-up.


 






    8


     


    

 


Register of Members


 


Under the Companies Law, we must keep a register
of members and there should be entered therein:


 


		·	the names and addresses of the members of the company, a statement of the
shares held by each member, which:



 


		o	distinguishes each share by its number (so long as the share has a number);



 


		o	confirms the amount paid, or agreed to be considered as paid, on the shares of each member; confirms the number and category of shares
held by each member; and



 


		o	confirms whether each relevant category of shares held by a member carries voting rights under the Articles, and if so, whether such
voting rights are conditional;



 


		·	the date on which the name of any person was entered on the register as a
member; and



 


		·	the date on which any person ceased to be a member.



 


For these purposes, “voting rights”
means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote at general
meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain
circumstances.


 


Under Cayman Islands law, the register of members
of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on
the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering,
the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated,
the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However,
there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the
register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of
members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal
position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then
the validity of such shares may be subject to re-examination by a Cayman Islands court.


 






    9


     


    

 


Preference Shares


 


Our amended and restated memorandum and articles
of association will authorize 1,000,000 preference shares and will provide that preference shares 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 shareholder approval, issue preference shares with voting and other rights
that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti- takeover effects.
The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of our founding team. We have no preference shares issued and outstanding at the
date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.
No preference shares are being issued or registered in this offering.


 


Warrants


 


Public Shareholders’ 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 this offering and 30 days after the completion of our initial business combination, provided
in each case that we have an effective registration statement under the Securities Act covering the 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 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.


 


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, or a valid exemption
from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon
exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any
warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that
as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use
our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;
provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so appoint, we will not be required to file or maintain in effect
a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until such time as
there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption,
but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 






    10


     


    

 


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 an issue price or effective issue price of less than $9.20 per Class A ordinary 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 initial shareholders or their
affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to
such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent
more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the
volume weighted average trading price of our Class A ordinary shares during the 10 trading day period starting on the trading day
after the day on which we consummate our initial business combination is below $9.20 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price will be adjusted
(to the nearest cent) to be equal to 180% of the Market Value.


 


Redemptions for
warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable,
we may call the warrants for redemption (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


		·	upon not less than 30 days’ prior written notice of redemption to each
warrant holder; and



 


		·	if, and only if, the closing price of the Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption
is given to the warrant holders.



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares is available throughout the 30-day redemption period,
except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities
Act. 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.


 






    11


     


    

 


Redemption of
warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00. Commencing
ninety days after the warrants become exercisable, we may redeem the outstanding warrants:


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice
of redemption provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior
to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair
market value” of our Class A ordinary shares (as defined below) except as otherwise described below provided, further, that
if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such warrants for $0.10
per share;



 


		·	if, and only if, the closing price of our Class A ordinary shares equals
or exceeds $10.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations
and the like) on the trading day before we send the notice of redemption to the warrant holders;



 


		·	if, and only if, the private placement warrants are also concurrently called
for redemption on the same terms as the outstanding public warrants, as described above; and



 


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



 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in
the table below represent the number of Class A ordinary shares that a warrant holder will receive upon a 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 based on volume weighted average price of our Class A ordinary shares as reported during the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants, and the number
of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.


 


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 is adjusted as set
forth in the first three paragraphs under the heading “- Anti-dilution Adjustments” below. The adjusted share prices in the
column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is
the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number
of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same
manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


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




 






    12


     


    

 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.


 


No fractional Class A ordinary shares will
be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down
to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance,
if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time
as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will
use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.


 


Redemption procedures
and cashless exercise. If we call the warrants for redemption when the price per share of Class A common stock equals
or exceeds $18.00 as described under “- Redemption of warrants for cash when the price per Class A ordinary share equals or
exceeds $18.00,” our founding team will have the option to require any holder that wishes to exercise his, her or its warrant to
do so on a “cashless basis” beginning on the third trading day prior to the date on which notice of the redemption is given
to the holders of warrants. In determining whether to require all holders to exercise their warrants on a “cashless basis,”
our founding team will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive
effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If
our founding team takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their 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” (defined below) over the exercise
price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the
Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our founding team takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from
the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our founding team does
not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to
use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


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


 






    13


     


    

 


Anti-dilution
Adjustments. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable
in Class A ordinary shares, or by a sub-divisions of ordinary shares or other similar event, then, on the effective date of such
capitalization or share dividend, sub-divisions 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 “historical fair
market value” (as defined below) will be deemed a share dividend 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) one minus the quotient
of (x) the price per Class A ordinary 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 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) “historical fair market value” means the
volume weighted average price of Class A ordinary shares as reported during the 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 all or substantially all the
holders of 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) 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 ordinary shares 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
ordinary shares 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, (b) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares
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 ordinary shares the right to have their shares redeemed in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares, 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 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.


 






    14


     


    

 


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 value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the
warrants and the warrant agreement set forth in this prospectus, but requires the approval by the holders of at least 50% of the then
outstanding public warrants 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 ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares.
After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share
held of record on all matters to be voted on by shareholders.


 


No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued
to the warrant holder.


 


Private Placement Warrants


 


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 this offering. The private
placement warrants (including the Class A ordinary shares 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 pursuant to limited exceptions and
they will not be redeemable by us (except as described above) so long as they are held by our sponsor or its permitted transferees. Our
sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If the private placement
warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by
us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this
offering. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private
placement warrants will require a vote of holders of at least 50% of the number of the then outstanding private placement warrants.


 






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Except as described above under “- Public
Shareholders’ Warrants - Redemption procedures and cashless exercise,” 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 “historical fair market value” (defined below) over the exercise
price of the warrants by (y) the historical fair market value. The “historical 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 holders of warrants. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by our sponsor and 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 restrict 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.


 


In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or
certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans
may be convertible into warrants of the post-business combination company at a price of $2.00 per warrant at the option of the lender.
Such warrants would be identical to the private placement warrants.


 


Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our 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 condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time, and we will only pay such dividend out of our profits or share premium
(subject to solvency requirements) as permitted under Cayman Islands law. If we increase the size of this offering, we will effect a share
capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the
number of founder shares, on an as- converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this
offering. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.


 






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Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims
and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.


 


Certain Differences in Corporate Law


 


Cayman Islands companies are governed by the Companies
Law. The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Law applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.


 


Mergers and Similar
Arrangements. In certain circumstances, the Companies Law allows for mergers or consolidations between two Cayman Islands companies,
or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws
of that other jurisdiction) so as to form a single surviving company.


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve and enter into a written plan of merger or consolidation containing
certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of two-thirds in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary
company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must
be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.


 


Where the merger or consolidation involves a foreign
company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company
are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of
those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed
and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement
has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 






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Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company
is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction;
and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 


Where the above procedures are adopted, the Companies
Law provides certain limited appraisal rights for dissenting shareholders to be paid a payment of the fair value of his shares upon their
dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or
consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is
authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders,
the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within
20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention
to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following
the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a
written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the
company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder
such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following
the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands
Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders
with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon
the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate
fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available
in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized
stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed
are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.


 


Moreover, Cayman Islands law has separate statutory
provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as
a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme
of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate
a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and
creditors with whom the arrangement is to be made and who must in addition represent three-fourth in value of each such class of shareholders
or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that
purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved,
the court can be expected to approve the arrangement if it satisfies itself that:


 


		·	we are not proposing to act illegally or beyond the scope of our corporate
authority and the statutory provisions as to majority vote have been complied with;



 


		·	the shareholders have been fairly represented at the meeting in question;
the arrangement is such as a businessman would reasonably approve; and



 






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		·	the arrangement is not one that would more properly be sanctioned under some
other provision of the Companies Law or that would amount to a “fraud on the minority.”



 


If a scheme of arrangement or takeover offer (as
described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive
payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders
of United States corporations.


 


Squeeze-out Provisions.
When a tender offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may,
within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger, reconstruction
and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital
exchange, asset acquisition or control, or through contractual arrangements of an operating business.


 


Shareholders’
Suits. Maples and Calder, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in
a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed
the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and
a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman
Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		·	a company is acting, or proposing to act, illegally or ultra vires (beyond
the scope of its authority);



 


		·	the act complained of, although not beyond the scope of the authority, could
be effected if duly authorized by more than the number of votes which have actually been obtained; or



 


		·	those who control the company are perpetrating a “fraud on the minority.”



 


A shareholder may have a direct right of action against us where the
individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of
Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides
less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United
States.


 


We have been advised by Maples and Calder, our
Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any
state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability
provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are
penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the
United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an
obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced
in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine
or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards
of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.


 






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Special Considerations
for Exempted Companies. We are an exempted company with limited liability (meaning our public shareholders have no liability,
as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies Law. The
Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands
but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an
exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		·	annual reporting requirements are minimal and consist mainly of a statement
that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies
Law;



 


		·	an exempted company’s register of members is not open to inspection;



 


		·	an exempted company does not have to hold an annual general meeting;



 


		·	an exempted company may issue negotiable or bearer shares or shares with
no par value;



 


		·	an exempted company may obtain an undertaking against the imposition of any
future taxation (such undertakings are usually given for 20 years in the first instance);



 


		·	an exempted company may register by way of continuation in another jurisdiction
and be deregistered in the Cayman Islands;



 


		·	an exempted company may register as a limited duration company; and an exempted
company may register as a segregated portfolio company.



 


Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles
of association contain provisions designed to provide certain rights and protections relating to this offering that will apply to us until
the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman
Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative vote of at
least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled
to vote and so voting at a general meeting for which notice specifying the intention to propose the resolution as a special resolution
has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of
the company’s shareholders. Our amended and restated memorandum and articles of association provides that special resolutions must
be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting of the company (i.e., the lowest
threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. Further, our amended
and restated memorandum and articles of association provides that a quorum at our general meetings will consist of one-third of the ordinary
shares entitled to vote at such meeting and present in person or by proxy; provided that a quorum in connection with any meeting that
is convened to vote on a business combination or any amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares shall be a majority of the ordinary shares entitled to vote at such meeting being
individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy.


 


Our initial shareholders and their permitted transferees,
if any, who will collectively beneficially own approximately 20% of our ordinary shares upon the closing of this offering, will participate
in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner
they choose. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:


 






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		·	if we do not consummate an initial business combination within 24 months
from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our income taxes, if any (less up to



 


		·	$100,000 of interest to pay dissolution expenses), divided by the number
of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any); 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 the requirements of other
applicable law;



 


		·	prior to the completion of our initial business combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class
with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in
connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum
and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing
of this offering or (y) amend the foregoing provisions;



 


		·	although we do not intend to enter into a business combination with a partner
business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event
we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking
firm which is a member of FINRA or an independent valuation or accounting firm that such a business combination or transaction is fair
to our company from a financial point of view;



 


		·	if a shareholder vote on our initial business combination is not required
by applicable law or stock exchange rule and we do not decide to hold a shareholder vote for business or other reasons, we will offer
to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with
the SEC prior to completing our initial business combination which contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


		·	our initial business combination must occur with one or more partner businesses
that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of
deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the
agreement to enter into the initial business combination;



 


		·	if our shareholders approve an amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders
with the opportunity to redeem all or a portion of their ordinary shares upon such approval 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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the
limitations described herein; and



 


		·	we will not effectuate our initial business combination solely with another
blank check company or a similar company with nominal operations.



 






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In addition, our amended and restated memorandum
and articles of association provides that under no circumstances will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001.


 


The Companies Law permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 


Certain Anti-Takeover Provisions of our Amended and Restated Memorandum
and Articles of Association


 


Our amended and restated memorandum and articles
of association provides 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 stock 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.


 


Listing of Securities


 


Our units are listed on NYSE under the symbol
 “AONE.U.” Our Class A ordinary shares and warrants are listed on NYSE under the symbols “AONE“ and “AONE
WS,” respectively.


 






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Certain Anti-Takeover Provisions of our Amended and Restated Memorandum
and Articles of Association


 


Our amended and restated memorandum and articles
of association provides 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 stock 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.


 


Listing of Securities


 


Our units are listed on NYSE under the symbol “AONE.U.”
Our Class A ordinary shares and warrants are listed on NYSE under the symbols “AONE“ and “AONE WS,” respectively.




 






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