Exhibit 4.4


 


DESCRIPTION OF SECURITIES


 


As of December 31, 2020, Sustainable
Opportunities Acquisition Corp. (“we,” “our,” “us” or the “company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, each consisting of one Class A ordinary share and one-half 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 Sustainable Opportunities Holdings LLC and references to our “initial shareholders”
are to our sponsor, officers and directors that held our founder shares prior to our initial public offering (our “IPO”).


 


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
300,000,000 Class A ordinary shares and 30,000,000 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 consists of one Class A ordinary
share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at
a price of $11.50 per share. 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. No fractional warrants will be issued upon separation of the units and only whole warrants are able to be traded.


 


Holders have the option to continue to
hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer
agent in order to separate the units into Class A ordinary shares and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


Ordinary Shares


 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of
Class B ordinary shares 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 requires 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 serve for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the directors. Our 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 election of directors. Holders of our public shares are not
be entitled to vote on the election 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.



 



     


     


    

 


Because our amended and restated memorandum
and articles of association authorizes the issuance of up to 300,000,000 Class A ordinary shares, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.


 


Our board of directors is divided into
three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing
on the NYSE. There is no requirement under the Companies Law for us to hold annual or general meetings or elect directors. We
may not hold an annual meeting of shareholders to elect new directors prior to the consummation of our initial business combination.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen
by holders of a majority of our founder shares. 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.


 


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. The per share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will
include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each
member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and public shares in connection with (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 that would
affect 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 consummate an
initial business combination within 18 months from the closing of this offering. Unlike many blank check companies that hold
shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by
law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated memorandum and articles of association requires 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 law, or we decide to obtain shareholder
approval for business or other legal 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 a majority of the ordinary shares, represented in person or by proxy and
entitled to vote thereon, voted at a shareholder meeting vote in favor of the initial business combination. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result
in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention
to vote, against such initial business combination. For purposes of seeking approval of 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 requires that at least five days’ notice will be given of
any shareholder meeting.



 


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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 more than an aggregate
of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.”. 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.


 



If we seek shareholder approval, we will
complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled
to vote thereon, voted at a shareholder meeting, are voted in favor of the business combination. In such case, our sponsor and
each member of our management team have agreed to vote their founder shares and any public shares held by them in favor of our
initial business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not consummated an initial business combination within 18 months from the closing
of our IPO, 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), subject to applicable law; and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. Our sponsor and members of our management
team have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to consummate an initial business combination within 18 months
from the closing of our IPO. However, if our sponsor or members of our management team acquire public shares, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business
combination within the prescribed time period. Our amended and restated memorandum and articles of association provides that, if
we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.


 


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, (less
up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, upon
the completion of our initial business combination, subject to the limitations described herein.



 


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Founder Shares


 


The founder shares are designated as
Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units
sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the
founder shares are subject to certain transfer restrictions, as described in more detail below; (ii) our sponsor, officers
and directors have entered into agreements with us, pursuant to which they have agreed (A) to waive their redemption rights
with respect to their founder shares and public shares in connection with the completion of our initial business combination,
(B) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association that would affect 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 consummate
an initial business combination within 18 months from the closing of our IPO and (C) to waive their rights to
liquidating distributions from the trust account with respect to its founder shares if we fail to consummate an initial
business combination within 18 months from the closing of our IPO, although it will be entitled to liquidating
distributions from the trust account with respect to any public shares it holds if we fail to complete our initial business
combination within such time period; (iii) the founder shares will automatically convert into Class A ordinary shares at the
time of our initial business combination as described herein; and (iv) prior to the completion of our initial business
combination, only our founder shares have the right to vote on the election of our directors. If we submit our initial
business combination to our public shareholders for a vote, our sponsor, our Founders and each member of our management team
have agreed to vote their founder shares and any public shares held by them in favor of our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares on the day of 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 our IPO, plus (ii) the total
number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business
combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A
ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued
to our sponsor 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 in this exhibit, our
sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until
(a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger,
share exchange or other similar transaction after our initial business combination that results in all of our shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees are subject
to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions
throughout this exhibit 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 subdivisions, 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.


 


Prior to our initial business combination,
only holders of our founder shares have the right to vote on the election of directors. Holders of our public shares are not be
entitled to vote on the election 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. These provisions of our
amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than
two-thirds of our ordinary shares who attend and vote at our shareholder meeting which shall include the affirmative vote
of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders,
including any vote in connection with our initial business combination, except as required by law, holders of our founder shares
and holders of our public shares vote together as a single class, with each share entitling the holder to one vote.



 


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Register of Members


 


Under Cayman Islands law, we must keep
a register of members and there shall be entered therein:


 


		●	the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to
be considered as paid, on the shares of each member and the voting rights of shares;



 


		●	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.



 


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 shall 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 our IPO, the register of members was immediately updated to reflect the issue of shares by us. Once our register of members
was updated, the shareholders recorded in the register of members were 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.


 


Preference Shares


 


Our amended and restated memorandum
and articles of association authorizes 1,000,000 preference shares and provides that preference shares may be issued from
time to time in one or more series. Our board of directors is 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 is 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 may have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. 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.


 


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 our IPO or 30 days after the completion of our initial business combination, provided in
each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants
on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants are issued upon separation of the units and only whole
warrants are tradeable. 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.



 


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We are not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and 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 for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the
Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth 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. In addition, 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 it satisfies the definition of
a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of our 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 elect to do so, we will not be required to file or maintain in effect a registration statement, but we
will use our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.


 


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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending three business days before we send to the notice of redemption to the warrant holders.



 




If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.


 


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




 


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Redemption procedures and cashless exercise.  If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to
exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary
shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would
pay the exercise price by surrendering their warrants for that number of 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” shall 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 redemption is sent to the holders of warrants. If our management
takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of 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 management does not take advantage of this
option, the holders of the private placement warrants and their 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.


 


Anti-dilution Adjustments.  If
the number of outstanding Class A ordinary shares is increased by a share dividend payable in Class A ordinary shares, or by a
split-up of ordinary shares or other similar event, then, on the effective date of such share dividend, split-up 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 issued and outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class
A ordinary shares at a price less than the fair market value will be deemed a share 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 fair market value.
For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares,
in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such
rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted
average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially
all of 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; (c) 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 that would affect 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 Class A ordinary shares if we do not consummate an
initial business combination within 18 months from the closing of our IPO; 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.



 


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


 


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


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or
effective issue price to be determined in good faith by us and, (i) in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and
(ii) without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated
as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20
trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price,
the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
described in “— Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the
higher of the Market Value and the Newly Issued Price.


 


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
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 theexercise 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.



 


    8


     


    

 


The warrants were 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 (i) cure any ambiguity or
correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants
and the warrant agreement set forth in the prospectus related to our IPO, or defective provision, (ii) amending the definition
of ordinary cash dividend as contemplated by the warrant agreement, or (iii) adding or changing any provisions with respect to
matters or questions arising under the warrant agreement, but requires the approval by the holders of at least 65% 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 was filed as an exhibit to the registration statement in connection with our IPO, for a complete description of
the terms and conditions applicable to the warrants.


 


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


 


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


 


Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of the private placement warrants) are not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except pursuant to limited exceptions as described under
“Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors
and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they are not be redeemable
by us 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 and exercisable by the holders
on the same basis as the warrants included in the units being sold in this offering.


 


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



 


In order to finance transaction costs in
connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $1.00 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 a business combination. The payment
of cash dividends is dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within
the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.




 


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.




 


    9


     


    

 


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).


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve 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 662/3 % 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.



 


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 for a right of 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.


 


    10


     


    
 


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-fourths 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



 


		●	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 takeover 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.  Our
Cayman Islands 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 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.


 




    11


     


    

 


We have been advised by 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.




 


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 30 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 contains provisions designed to provide certain rights and protections relating to our IPO that
will apply to us until the completion of our initial business combination. These provisions cannot be amended without a
special resolution under Cayman Islands law. 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.


 




    12


     


    

 


Our initial shareholders may 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:




 

		●	if we have not consummated an initial business combination within 18 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 in all cases subject to the other
requirements of applicable law;



 


		●	prior to or in connection with 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 18 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 target 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 or another independent
entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point
of view;



 


		●	if a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder
vote for business or other legal 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 target businesses that together have an aggregate fair market
value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in
trust and taxes payable on the income earned on the trust account) at the time of 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 that would affect
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 consummate an initial business
combination within 18 months from the closing of this offering, 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.



 


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.


 



    13


     


    
 


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 which requires
the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend
and vote at a general meeting or by way of unanimous written 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 provide 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.


 


We have agreed with our sponsor that, prior
to the consummation of an initial business combination, we may not, without the consent of our sponsor, issue any additional equity
securities.


 


Anti-Money Laundering — Cayman Islands


 


In order to comply with legislation or
regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures,
and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain
conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due
diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases the directors may be satisfied that no further information
is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands,
as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a
detailed verification of identity might not be required where:


 


		a)	the subscriber is a relevant financial business required to comply with the Anti-Money Laundering
Regulations (2020 Revision) or is a majority-owned subsidiary of such a business; or



 


		b)	the subscriber is acting in the course of a business in relation to which a regulatory authority
exercises regulatory functions and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee
(“Equivalent Jurisdiction”) or is a majority-owned subsidiary of such subscriber; or



 


		c)	the subscriber is a central or local government organization, statutory body or agency of government
in the Cayman Islands or an Equivalent Jurisdiction; or



 


		d)	the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure
requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary
of such a company; or



 


		e)	the subscriber is a pension fund for a professional association, trade union or is acting on behalf
of employees of an entity referred to in sub-paragraphs (a) to (d); or



 


		f)	the application is made through an intermediary which falls within one of sub-paragraphs (a)
to (e). In this situation the company may rely on a written assurance from the intermediary which confirms (i) that the requisite
identification and verification procedures on the applicant for business and its beneficial owners have been carried out; (ii)
the nature and intended purpose of the business relationship; (iii) that the intermediary has identified the source of funds
of the applicant for business; and (iv) that the intermediary shall make available copies of any identification and verification
data or information and relevant documents.



 



    14


     


    

 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference
to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.


 


In the event of delay or failure on the
part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.


 


We also reserve the right to refuse
to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder
might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant
jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or
regulations in any applicable jurisdiction.


 


If any person resident in the Cayman Islands
knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct or is
involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law
(2019 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (ii) a police officer
of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2020 Revision) of the
Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will
not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Data Protection — Cayman Islands


 


We have certain duties under the Data Protection
Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


 Introduction




 


This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes personal
data within the meaning of the DPL (“personal data”). In the following discussion, the “company” refers
to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain
and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required
to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We
will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against
the accidental loss, destruction or damage to the personal data.


 


In our use of this personal data, we will
be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who
may receive this personal data from us in the conduct of our activities may either act as our “data processors” for
the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided
to us.


 


We may also obtain personal data from other
public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information,
signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number,
bank account details, source of funds details and details relating to the shareholder’s investment activity.


 





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Who this Affects


 


If you are a natural person, this will
affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted
limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment
in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such
individuals or otherwise advise them of its content.


 


How the Company May Use a Shareholder’s
Personal Data


 


The company, as the data controller, may
collect, store and use personal data for lawful purposes, including, in particular:


 


		(a)	where this is necessary for the performance of our rights and obligations under any purchase agreements;



 


		(b)	where this is necessary for compliance with a legal and regulatory obligation to which we are subject
(such as compliance with anti-money laundering and FATCA/CRS requirements); and/or



 


		(c)	where this is necessary for the purposes of our legitimate interests and such interests are not
overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for
other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 




In certain circumstances we may be legally
obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities
such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with
foreign authorities, including tax authorities.


 


We anticipates disclosing personal data
to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United
States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or
our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the
DPL.


 


We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data
breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to
whom the relevant personal data relates.


 




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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
meetings.


 


Our authorized but unissued Class A ordinary
shares and preference shares will be 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.


 


Securities Eligible for Future Sale


 


Immediately after our IPO, we had 37,500,000
Class A ordinary shares issued and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares sold
in our IPO were freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary
shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder
shares and all of the outstanding private placement warrants were restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has
beneficially owned restricted shares or warrants for at least six months is entitled to sell their securities provided that (i)
such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period
as we were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


		●	1% of the total number of ordinary shares then outstanding, which will equal 375,000 shares immediately after our IPO;
or



 


		●	the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144
are also limited by manner of sale provisions and notice requirements and to the availability of current public information about
us.


 


Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies


 


Rule 144 is not available for the resale
of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have
been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the
following conditions are met:


 


		●	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 




		●	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form
8-K reports; and



 


		●	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.



 


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As a result, our sponsor will be able to
sell its founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


Registration and Shareholder Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable
upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will
be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the
effective date of our IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to our completion of our initial business combination. However, the registration and
shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in
the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying
such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Except as described herein, our sponsor
and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (i) one
year after the completion of our initial business combination, or (ii) the date on which we complete a liquidation, merger, share
exchange or other similar transaction after our initial business combination that results in all of our shareholders having the
right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject
to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions
throughout this exhibit 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 subdivisions, 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.


 


In addition, pursuant to the registration
and shareholder rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate
three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration
and shareholder rights agreement.


 


 


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