Exhibit 4.5


 


DESCRIPTION OF SECURITIES


We are a Delaware corporation and our affairs
are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of
incorporation which was adopted prior to the consummation of this offering, we are authorized to issue 400,000,000 shares of common
stock, $0.0001 par value each, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common
stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms
of our capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary,
it may not contain all the information that is important to you.


Units


Each unit has an offering price of $10.00 and
consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement
filed as an exhibit to this Annual Report on Form 10-K, a warrant holder may exercise its warrants only for a whole number of the shares
of Company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example,
if a warrant holder holds one-third or two-thirds of one warrant to purchase a share of Class A common stock, such warrant will
not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable for one share of
Class A common stock at a price of $11.50 per share. The Class A common stock and warrants comprising the units began separate trading
on November 24, 2020. Because the shares of Class A common stock and warrants have commenced separate trading, 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 common stock and warrants. No fractional warrants will be issued upon separation of
the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or
trade a whole warrant.


Common Stock


As of December 31, 2020, there were 8,625,000 shares
of Class B common stock outstanding, all of which were held of record by our initial stockholders, so that our initial stockholders own
20% of our issued and outstanding shares after this offering.


As of December 31, 2020, 43,125,000 of our shares
of common stock were outstanding including:


•        34,500,000 shares
of Class A common stock underlying units issued as part of this offering; and


•        8,625,000 shares
of Class B common stock held by our initial stockholders.


Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock
will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified
in our amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on
by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years
with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our
stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock, 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 shares of Class A common stock which
we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder 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 stockholders) serving
a three-year term.



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In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first full fiscal year end following
our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may
not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus
we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us
to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


We will provide our public stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account was initially $10.00 per public share. The per share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination.
Unlike many special purpose acquisition companies that hold stockholder 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 stockholder vote is not required by law and we do not decide to hold a stockholder vote
for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, 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 certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or
other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial
business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. 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 stockholders
vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority
of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once
a quorum is obtained.


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would not be
restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in
order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed to vote any founder shares
they hold and any public shares purchased after this offering in favor of our initial business combination. As a result, in addition to
our initial stockholders’ founder shares, we would need 12,937,001, or 37.5%, of the 34,500,000 public shares sold in this offering
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction.



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Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination by September 24, 2022, 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 (less taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Our initial stockholders 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 complete our initial business combination
by September 24, 2022 or during any Extension Period. However, if our initial stockholders or management team acquire public shares after
this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail
to complete our initial business combination by September 24, 2022.


In the event of a liquidation, dissolution or
winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at
a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


Founder Shares


The founder shares are designated as Class B common
stock and, except as described below, are identical to the shares of Class A common stock included in the units being sold in this offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder
shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption
rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to
our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public
shares if we have not consummated an initial business combination by September 24, 2022 or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating
distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination
by September 24, 2022 or during any Extension Period, although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii)
the founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated
certificate of incorporation. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders
have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business
combination.



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The founder shares will automatically convert
into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination on
a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities
are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of
Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public
stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to
the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or
rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business
combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans,
provided that such conversion of founder shares will never occur on a less than one-for-one basis.


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A common stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and
(B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange
or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash,
securities or other property.


Preferred Stock


Our amended and restated certificate of incorporation
authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock 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 stockholder approval, issue shares of preferred stock with voting and other
rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the
date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in
the future.


Warrants


Public Stockholders’ Warrants


Each whole warrant entitles the registered holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of 12 months from the closing of 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 shares of Class A common
stock 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 shares of Class A common stock. 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 four 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.



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We will not be obligated to deliver any Class
A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class
A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of
the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such unit.


We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon
exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities
exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a
registration statement, and in the event we do not so elect, 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.


Redemption of warrants for cash


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


•        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 (the “30-day redemption period”) to each warrant holder;
and


•        if,
and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock 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 for cash, 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 common stock may fall below
the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)
as well as the $11.50 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 stockholders
of issuing the maximum number of shares of Class A common stock 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 shares of Class
A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” of our Class A common stock (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
common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of shares of Class A common stock 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 common stock outstanding immediately
after giving effect to such exercise.


If the number of outstanding shares of Class A
common stock is increased by a share capitalization payable in shares of Class A common stock, or by a split-up of common stock or
other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of shares of
Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of
common stock. A rights offering to all or substantially all of the holders of common stock entitling holders to purchase Class A common
stock at a price less than the fair market value will be deemed a share capitalization of a number of shares of Class A common stock equal
to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) the quotient
of (x) the price per share of Class A common stock 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 shares of Class A common stock, in determining the price
payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of shares of Class A common
stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A common
stock trades 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 common stock on account of such Class A common stock (or other securities into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination, or (d) in connection with the redemption of our public shares
upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
share of Class A common stock in respect of such event.


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



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


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination (excluding any issuance of forward purchase securities) at an issue price or effective issue price of less than $9.20 per
share of Class A common stock (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 stockholders or their affiliates, without taking into account any founder shares
held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y)
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading
day after 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 below under “Redemption of warrants for
cash” 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 common stock (other than those described above or that solely affects the par value of such Class A common
stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in
which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A
common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety
or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A common
stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares
of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such
holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of
Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following
public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders
of the warrants otherwise do not receive the full potential value of the warrants.


The warrants 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 for the purpose of (i) curing any ambiguity or to correct any
defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants
and the warrant agreement set forth in this prospectus, (ii) adjusting the provisions relating to cash dividends on shares of common stock
as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or
questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties
deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least
50% of the then outstanding public warrants is required to make any change that adversely affects the interests of the registered holders
of public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, 50% of the then outstanding
private placement warrants. You should review a copy of the warrant agreement, which is filed as an exhibit to this Annual Report on Form
10-K, for a complete description of the terms and conditions applicable to the warrants.



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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 common stock and any voting rights until they exercise their warrants and receive Class
A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by stockholders.


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 shares of Class A common stock to be issued to the warrant holder.


Private Placement Warrants


The private placement warrants (including the
Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30
days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and
other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by
us for cash so long as they are held by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted
transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described in this section, the
private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units, including
that they may be redeemed for shares of Class A common stock. If the private placement warrants are held by holders other than the initial
purchasers or their 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 shares
of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock
underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock (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 common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant
exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by the initial purchasers or their 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 stockholders who could
exercise their warrants and sell the shares of Class A common stock 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 $1.50 per warrant at the option of the lender. Such warrants would be identical to the private
placement warrants.


Our initial stockholders have agreed not to transfer,
assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants)
until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions,
transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.


Dividends


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of a 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 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. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.



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Our Transfer Agent and Warrant Agent


The transfer agent for our common stock 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 stockholders, 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 liability
due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust
account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it
may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able
to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest
earned thereon.


Amended and Restated Certificate of Incorporation


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial business
combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders,
who collectively beneficially own 20% of our common stock, may participate in any vote to amend our amended and restated certificate of
incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


•        If
we are unable to complete our initial business combination by September 24, 2022, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each
case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable
law;


•        Prior
to 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 (b) to approve an amendment
to our amended and restated certificate of incorporation 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 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 which is a member of FINRA or an independent accounting
firm that such a business combination is fair to our company from a financial point of view;


•        If
a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder 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. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem
their public shares by one of the two methods listed above;


•        So
long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the
deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the agreement to enter
into the initial business combination;


•        If
our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our
obligation to redeem 100% of our public shares if we do not complete our initial business combination by September 24, 2022, or with respect
to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide
our public stockholders with the opportunity to redeem all or a portion of their Class A common stock 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 taxes, divided by the number of then outstanding public shares, subject to
the limitations described herein; and


•        We
will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.


In addition, our amended and restated certificate
of incorporation 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.



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Certain Anti-Takeover Provisions of Delaware Law and our Amended
and Restated Certificate of Incorporation and Bylaws


We will be subject to the provisions of Section
203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


•        a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


•        an
affiliate of an interested stockholder; or


•        an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


•        our
board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the
transaction;


•        after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


•        on
or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at
a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder.


Our amended and restated certificate of incorporation
provides that our board of directors 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 common stock and preferred
stock are available for future issuances without stockholder 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
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


Exclusive forum for certain lawsuits


Our amended and restated certificate of incorporation
requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought
on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or
our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision
of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors,
officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware,
except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the Court of Chancery
and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware,
the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel.


Although we believe this provision benefits
us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.



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Notwithstanding the foregoing, our amended and
restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or
liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts
shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against
us or any of our directors, officers, other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice
of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have
determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other
than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court
in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to
have notice of and consented to these provisions; however, we note that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder.


Special meeting of stockholders


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


Advance notice requirements for stockholder proposals and director
nominations


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the
opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant
to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods
contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions
may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.


Action by written consent


Any action required or permitted to be taken by
our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written
consent of the stockholders other than with respect to our Class B common stock.


Classified Board of Directors


Our board of directors is divided into three classes,
Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated certificate
of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject
to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by
the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote
generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy
resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.


Class B Common Stock Consent Right


For so long as any shares of Class B common stock
remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common
stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation,
whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or
relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken
at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having
not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of
Class B common stock were present and voted.



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Securities Eligible for Future Sale


We have 43,125,000 shares of common stock outstanding.
Of these shares, the shares of Class A common stock sold in this offering (34,500,000 shares) are freely tradable without restriction
or further registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning
of Rule 144 under the Securities Act. All of the outstanding founder shares (8,625,000 founder shares) and all of the outstanding private
placement warrants (5,933,334 warrants) are 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 would be 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 12 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 shares of common stock then outstanding, which will equal 431,250 shares; or


•        the
average weekly reported trading volume of the Class A common stock 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 12 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.


As a result, our initial stockholders will be
able to sell their 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 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 common stock issuable upon the exercise
of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the
founder shares) are entitled to registration rights pursuant to a registration rights agreement, requiring us to register such securities
for and any other securities of the Company acquired by them prior to the consummation of our initial business combination resale. 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. We will bear the expenses incurred in connection with the filing of any such registration
statements.


Listing of Securities


Our units, Class A common stock and warrants are
listed on Nasdaq under the symbols “FCACU,” “FCAC” and “FCACW,” respectively.



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