Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000
shares of Class B common stock, $0.0001 par value, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value. The following
description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that
is important to investors in our stock.


 


Units


 


Each unit consists of one share of Class A
common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A
common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of the company’s Class A common stock. This means
only a whole warrant may be exercised at any given time by a warrant holder.


 


The Class A common stock and warrants constituting
the units will begin separate trading on the 52nd day following the date of our IPO (or, if such date is not a business
day, the following business day) unless Cowen and Company, LLC informs us of its decision to allow earlier separate trading, subject to
our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading
will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into shares of Class A common stock and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination. 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


 


We have Class A and Class B common stock shares.
Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that,
prior to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors
and remove members of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation
may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder
meeting. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A
common stock will vote together as a single class, except as required by applicable law or stock exchange rule.


 


Unless specified in our amended and restated certificate
of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority of
the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior
to our initial business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common
stock is required to approve the election or removal of directors. Our board of directors is divided into three classes, each of which
generally serves 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 Class B common stock 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 500,000,000 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.


 






     


     


    

 


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. 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 (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be
$10.00 per public share. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly
redeem its shares. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with
the completion of our initial business combination or certain amendments to our amended and restated certificate of incorporation. Permitted
transferees of our initial stockholders, officers or directors will be subject to the same obligations. Unlike many blank check 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 applicable
law or stock exchange listing requirements, if a stockholder vote is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a stockholder vote for business or other 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 will require these tender
offer documents to contain substantially the same financial and other information about the initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable
law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding
shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders
present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation of our founders, officers,
directors, advisors or any of their respective affiliates in privately-negotiated transactions (as described in this prospectus), if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their
intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give
not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve
our initial business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate our
initial business combination.


 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares
sold in our IPO), 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 public stockholders’ inability to redeem Excess
Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss
on their investment in us if they sell Excess Shares in open market transactions. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market
transactions, potentially at a loss.


 






     


     


    

 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have agreed (and their permitted transferees,
as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination.
As a result, in addition to our initial stockholders’ founder shares and we would need 9,375,001, or 37.5% (assuming all issued
and outstanding shares are voted and the over- allotment option is not exercised), or 1,562,501, or 6.25% (assuming only the minimum number
of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in our
IPO to be voted in favor of a transaction, in order to have such initial business combination approved. Additionally, each public stockholder
may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we have not completed our initial business combination within 24 months from the closing of our IPO, we will: (1) cease
all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter,
redeem the public shares, at a per per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, 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, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights
to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial
business combination within 24 months from the closing of our IPO. However, if our founders or any of our officers, directors or any of
their respective affiliates then hold any 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 allotted time frame to complete our initial
business combination.


 


In the event of a liquidation, dissolution or
winding up of the company after a business combination, our stockholders at such time will be entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any,
having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash
equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be
net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical to the shares
of Class A common stock included in the units, except that: (1) prior to our initial business combination, only holders of the
Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our
Class B common stock may remove members of our board of directors for any reason; (2) our initial stockholders, officers and
directors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (a) their redemption rights
with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination,
(b) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote
to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
our initial business combination within 24 months from the closing of our IPO or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity; and (c) their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months
from the closing of our IPO 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 the prescribed time
frame); (3) the founder shares are subject to certain transfer restrictions, as described in more detail below; (4) the founder
shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination, or
earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described
herein; and (5) the holders of founder shares are entitled to registration rights. If we submit our initial business combination
to our public stockholders for a vote, our initial stockholders, officers and directors have agreed (and their permitted transferees,
as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination.


 






     


     


    

 


The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to 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 excess of the amounts issued in our IPO and related to the closing of our initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding shares of our Class B common stock agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon
conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number
of all shares of common stock outstanding at the completion of our IPO plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A common
stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be
issued, to any seller in our initial business combination.


 


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


 


Preferred Stock


 


Our amended and restated certificate of incorporation
authorizes 5,000,000 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 are 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 are be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change
of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not
currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred
stock were registered in our IPO.


 






     


     


    

 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing 30 days after the completion of our initial business combination, except as described below. 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 three units, you will not be able to receive or trade a whole warrant.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject
to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. 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 are not registering the shares of Class A
common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event
later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to
file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus
relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A
common stock is 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
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, but
will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” for this purpose shall
mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the
date on which the notice of exercise is received by the warrant agent.


 


Redemption of warrants when the price per share of
Class A common stock equals or exceeds


 


$18.00. Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement
warrants):


 


	 	•	in whole and not in part;


 


	 	•	at a price of $0.01 per warrant;


 


	 	•	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and


 


	 	•	if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.


 






     


     


    

 


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


 


We have established the $18.00 per share (as adjusted)
redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the
warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise 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 dividends, reorganizations, recapitalizations and
the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price per share of
Class A common stock equals or exceeds


 


$10.00. Commencing
ninety days after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to
the private placement warrants):


 


	 	•	in whole and not in part;


 


	 	•	at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;


 


	 	•	upon a minimum of 30 days’ prior written notice of redemption;


 


	 	•	if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and


 


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


 


The numbers in the table below represent the number
of shares of Class A common stock that a warrant holder will receive upon cashless exercise in connection with a redemption by us
pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on the average of the last reported sales price 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, and the number of months that the corresponding redemption date precedes
the expiration date of the warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement, references
above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock
has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in
the tables below will not be adjusted solely as a result of us not being the surviving entity following our initial business combination.


 


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


 






     


     


    

 


Fair Market Value of Class A Common Stock


 


	
    Redemption Date

    (period to expiration of

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


 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average
last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on
which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the
expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares
of Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set
forth in the table above, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the
third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and
at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless
basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of
Class A common stock.


 


Any public warrants held by our officers or directors
will be subject to this redemption feature, except that such officers and directors shall only receive “fair market value”
for such public warrants if they exercise their public warrants in connection with such redemption (“fair market value” for
such public warrants held by our officers or directors being defined as the last reported sale price of the public warrants on such redemption
date).


 






     


     


    

 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified
period of time. This redemption feature is structured to allow for all of the outstanding warrants (other than the private placement warrants)
to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us
with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under
 “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing
to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their
warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides
us an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure
as the warrants would no longer be outstanding and would have been exercised or redeemed, and we will effectively be required to pay the
redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption
of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe
it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when
the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide
certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their
warrants on a cashless basis for the applicable number of shares of Class A common stock. If we choose to redeem the warrants when
the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants
for shares of Class A common stock if and when shares of Class A common stock were trading at a price higher than the exercise
price of $11.50 per share.


 


No fractional shares of Class A common stock
will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round
down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for
instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.


 


Redemption
Procedures and Cashless Exercise. If we call the warrants for redemption as described above under “— Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00,” our management will have the option
to require all holders that wish to exercise warrants to do so on a “cashless basis” (such option, the “Cashless Exercise
Option”). 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. In such event, each holder
would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value and (B) 0.361. The “fair market value” for this purpose shall mean the average last reported sale 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 Cashless Exercise 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 Cashless Exercise Option 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 Cashless Exercise Option, our initial stockholders 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 management taken advantage of this Cashless Exercise Option,
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), would beneficially own in excess
of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving
effect to such exercise.


 


Anti-Dilution
Adjustments. If the number of outstanding shares of Class A common stock is increased by a stock dividend payable
in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective
date of such stock dividend, 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 Class A common stock. A rights offering to
holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market
value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (1) 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) multiplied by (2) one minus the quotient
of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For
these purposes (1) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining
the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of
Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date on which the
shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
common stock on account of such shares of Class A common stock (or other shares of our capital stock 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, (d) to satisfy the redemption
rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (I) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business
combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination within 24 months
from the closing of our IPO or (II) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, 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 share of Class A common stock in respect of such
event.


 


If the number of outstanding shares of our Class A
common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock 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 shares of Class A common stock.


 


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 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 its affiliates, without taking into account any founder shares held by our initial stockholders or their 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 completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading
price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete
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 above under “Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the newly issued price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of 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 shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such
holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
merger or consolidation, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will
be deemed to be the weighted average of the kind and amount received per share by such holders in such merger or consolidation that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided
for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Class A
common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had
been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, 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 per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement)
of the warrant.


 






     


     


    

 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy
of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus forms a part, for a
description of the terms and conditions applicable to the warrants. The warrant agreement provides that (a) the terms of the warrants
may be amended without the consent of any holder for the purpose of (i) curing 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
this prospectus, or defective provision or (ii) 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 and (b) all other modifications or amendments require the vote or written
consent of at least 50% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private
placement warrants or working capital warrants or any provision of the warrant agreement with respect to the private placement warrants
or working capital warrants, at least 50% of the then outstanding private placement warrants or working capital warrants, respectively.


 


The warrant holders do not have the rights or
privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A
common stock. After the issuance of shares 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 warrants will be issued upon separation of the units
and only whole warrants will trade.


 


Private Placement Warrants


 


The private placement warrants are identical to
the warrants sold in our IPO except that, (1) so long as they are held by our initial stockholders or the permitted transferees,
the private placement warrants (including the shares of Class A common stock issuable upon exercise thereof) are subject to certain
transfer restrictions (as described in more detail under “Principal Stockholders — Transfers of Founder Shares and Private
Placement Warrants”) , and the holders thereof are entitled to certain registration rights (as described in more detail under “Principal
Stockholders — Registration Rights”); (2) will not be redeemable by us; (3) the private placement warrants may be
exercised by the holders on a cashless basis and (4) the private placement warrants held by Cowen Investments will not be exercisable
more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA
Rule 5110(f)(2)(G)(i). If the private placement warrants are held by holders other than our initial stockholders or their respective
permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders
on the same basis as the warrants included in the units being sold in our IPO.


 


If holders of the private placement warrants elect
to exercise such warrants on a cashless basis, they would pay the exercise price by surrendering 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 “initial stockholders fair market value” (defined below) over
the exercise price of the warrants by (y) the initial stockholders fair market value. The “initial stockholders fair market
value” shall mean the average last reported sale 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 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 initial stockholders and 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 fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our founders, officers and directors and their
affiliates may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay
such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
trust account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants at a price of
$1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our initial
stockholders.


 






     


     


    

 


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 our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to 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.


 


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 liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its
activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to our IPO that will apply to us until the completion of our initial business
combination. These provisions (other than amendments relating to the appointment or removal of directors prior to our initial business
combination, which require the approval of holders of a majority of at least 90% of the outstanding shares of our common stock voting
in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Our initial
stockholders who will beneficially own 20.0% 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. Unless specified in our amended and restated certificate
of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding
shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial
business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required
to approve the election or removal of directors. Specifically, our amended and restated certificate of incorporation will provide, among
other things, that:


 


	 	•	if we have not completed our initial business combination within 24 months from the closing of our IPO, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;


 


	 	•	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to: (1) receive funds from the trust account; or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination;


 


	 	•	in the event we seek to complete our initial business combination with a company that is affiliated with our sponsors, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from 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 applicable law or stock exchange rules and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;


 


	 	•	our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount);


 


	 	•	if our stockholders approve an amendment to our amended and restated certificate of incorporation


 


(A)            to
modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with
respect to any other provision 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 shares of 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 (which interest shall be
net of taxes payable), divided by the number of then outstanding public shares; 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 certificate
of incorporation will provide 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 following such redemptions.


 


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


 


We are subject to the provisions of Section 203
of the DGCL regulating corporate takeovers. 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 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 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.


 


Our amended and restated certificate of incorporation
will provide that prior to our initial business combination, holders of our Class B common stock will have the right to elect all
of our directors and may remove members of our board of directors for any reason. In addition, it will provide that our board of directors
will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by
successfully engaging in a proxy contest at two or more annual stockholder meetings.


 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of incorporation
will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought
on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent
of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting
a claim against our company or any director, officer or employee of our company arising pursuant to any provision of the DGCL or our amended
and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director, officer or employee
of our company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as
to which the Court of Chancery 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) arising under the federal
securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware
shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to
suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of
the United States of America shall be the sole and exclusive forum. 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, the provision may have the effect of discouraging
lawsuits against our directors, officers, other employees or stockholders. Furthermore, the enforceability of choice of forum provisions
in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could
find these types of provisions to be inapplicable or unenforceable.


 


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, if any.


 






     


     


    

 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws will provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120
days prior to the first 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
will also specify requirements as to the form and content of a stockholder’s notice. Our bylaws will allow the chairman of the meeting
at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding
the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay
or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise
attempting to influence or obtain control of us.


 


Securities Eligible for Future Sale


 


We have 35,937,500 shares of Class A common
stock outstanding. Of these shares, the 28,750,000 shares sold in our IPO are freely tradable without restriction or further registration
under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the remaining 7,187,500 founder shares and all 5,166,666 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth
elsewhere in this prospectus.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that:
(1) 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 (2) 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 of our common stock 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 (assuming no conversion of the Class B common stock):


 


	 	•	1% of the total number of shares of Class A common stock then outstanding, which equals 287,500 shares if the underwriters exercise their over-allotment option in full); or


 


	 	•	the average weekly reported trading volume of the 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 a 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 Current Reports on Form 8-K; 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 their 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 shares of common
stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of working capital loans) will be
entitled to registration rights pursuant to a signed registration rights agreement requiring us to register such securities for resale
(in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will
be entitled to make up to three demands, excluding short form registration 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 and rights to require us to register for resale such securities pursuant to Rule 415 under the
Securities Act. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration
rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms
a part and may not exercise its demand rights on more than one occasion. We will bear the costs and expenses of filing any such registration
statements.


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on the NYSE under the symbols “NXU.U,” “NXU” and “NXU WS,” respectively. Following the
date the shares of our Class A common stock and warrants are eligible to trade separately, we anticipate that the shares of our common
stock and warrants will be listed separately and as a unit on the NYSE.