Exhibit
4.4


DESCRIPTION
OF THE COMPANY’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934, AS AMENDED


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common
stock, $0.0001 par value (the “common stock”) and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.
The following description summarizes the material terms of our capital stock and Public Warrants. Because it is only a summary,
it may not contain all the information that is important to an investor in our securities. As of the date of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020, our common stock, redeemable warrants, with each warrant exercisable
to purchase one share of our common stock at an exercise price of $11.50 per share (the “Public Warrants”), and Units,
each consisting of one Public Share and one Public Warrant were registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”).


Defined
terms used herein and not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on
Form 10-K.


Units


Each
Unit has an offering price of $10.00 and consists of one share of common stock and one redeemable warrant, entitling the holder
to purchase one share of common stock. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for
a whole number of shares of common stock at a price of $11.50 per share, subject to adjustment. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive
or trade a whole Public Warrant.


The
Public Shares and Public Warrants underlying our Units began trading separately on the NYSE under the symbols “NBA”
and “NBA WS,” respectively, on November 30, 2020.


Common
Stock


14,920,000
shares of our common stock are outstanding, consisting of:


 


	 	●	11,500,000
    shares of our common stock underlying the Units in our Initial Public Offering;
	 	 	 
	 	●	545,000
    shares of our common stock underlying the Placement Units; and
	 	 	 
	 	●	2,875,000
    Founder Shares held by our initial stockholders.





Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of
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 bylaws, or as required by applicable provisions
of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted
is required to approve any such matter voted on by our stockholders. Our board of directors will be divided into two classes,
each of which will generally serve for a term of two 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.


The
following description of the common stock, Public Warrants and Units is a summary and does not purport to be complete. A copy
of our amended and restated certificate of incorporation and our bylaws have been filed as Exhibits 3.1 and 3.2, respectively,
to our Annual Report on Form 10-K for the year ended December 31, 2020. Our common stock and the rights of the holders of our
common stock are subject to the applicable provisions of the DGCL, our amended and restated certificate of incorporation and our
bylaws. The description below of our common stock and provisions of our amended and restated certificate of incorporation and
our bylaws are summaries and are qualified by reference to our amended and restated certificate of incorporation and our bylaws
and by the applicable provisions of the DGCL. We encourage you to read that law and those documents carefully. Our Public Warrants
and the rights of the holders of our Public Warrants are subject to the applicable provisions of the warrant agreement, dated
as of October 29, 2020, between Continental Stock Transfer & Trust Company, as warrant agent, and us (the “warrant agreement”).
The description below of our Public Warrants and provisions of the warrant agreement are qualified by reference to the warrant
agreement. We encourage you to read that document carefully. 



     


     


    




Because our amended and restated certificate of incorporation authorizes
the issuance of up to 100,000,000 shares of common stock, if we were to enter into an initial business combination, we may (depending
on the terms of such an initial business combination) be required to increase the number of shares of common stock which we are
authorized to issue at the same time as our stockholders vote on the initial business combination to the extent we seek stockholder
approval in connection with our initial business combination.


In
accordance with the NYSE American corporate governance requirements, we are not required to hold an annual meeting until no later
than one full year after our first fiscal year end following our listing on the NYSE American. 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 as of two business days prior to the consummation of our initial business combination including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately
$10.10 per public share. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any Founder Shares, any Placement Shares and any public shares held
by them in connection with the completion of our initial business combination. 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 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 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 law, or we decide to obtain stockholder approval
for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will
complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor
of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares
of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock
of the company entitled to vote at such meeting.



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


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation 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 more than an aggregate of 15% of the shares of common stock sold in our Initial Public Offering, which we refer
to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem
the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And,
as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their stock in open market transactions, potentially at a loss.


If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our Sponsor,
officers and directors have agreed to vote their Founder Shares, Placement Shares and any public shares purchased during or after
our Initial Public Offering (including in open market and privately negotiated transactions) in favor of our initial business
combination. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for
or against the proposed transaction (subject to the limitation described in the preceding paragraph).


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
12 months (or up to 18 months) from the closing of our Initial Public Offering, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully
available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), subject to applicable law, and (iii) 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 the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares and Placement
Shares held by them if we fail to complete our initial business combination within 12 months (or up to 18 months) from the closing
of our Initial Public Offering. However, if our initial stockholders acquire public shares in or after our Initial Public Offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete
our initial business combination within the prescribed time period. However, if we anticipate that we may not be able to consummate
our initial business combination within 12 months, we may, by resolution of our board if requested by our Sponsor, extend the
period of time to consummate a business combination up to two times, each by an additional three months (for a totally of up to
18 months to complete a business combination), subject to the Sponsor depositing additional funds into the trust account as set
out below. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. In order
for the time available for us to consummate our initial business combination to be extended, our Sponsor or its affiliates or
designees must deposit into the trust account $1,150,000 ($0.10 per unit), up to an aggregate of $2,300,000 (or 0.20 per unit),
on or prior to the date of the applicable deadline, for each three month extension.


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are
entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision
is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other
subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public
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, upon the completion of our initial business combination, subject to the limitations described
herein.



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Founder
Shares 


The
Founder Shares and Placement Shares are identical to the shares of common stock included in the Units sold in our Initial Public
Offering, and holders of Founder Shares and Placement Shares have the same stockholder rights as public stockholders, except that
(i) the Founder Shares and Placement Shares are subject to certain transfer restrictions, as described in more detail below, (ii)
our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive
their redemption rights with respect to any Founder Shares, any Placement Shares and any public shares held by them in connection
with the completion of our initial business combination, (B) to waive their redemption rights with respect to their Founder Shares,
any Placement Shares and any public shares in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination and amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete
our initial business combination within 12 months (or up to 18 months) from the closing of our Initial Public Offering or (y)
with respect to any other provision 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 and any Placement
Shares held by them if we fail to complete our initial business combination within 12 months (or up to 18 months) from the closing
of our Initial Public Offering, although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within such time period and (iii) are entitled
to registration rights. If we submit our initial business combination to our public stockholders for a vote, our Sponsor, officers
and directors have agreed pursuant to the letter agreement to vote any Founder Shares and Placement Shares held by them and any
public shares purchased during or after our Initial Public Offering (including in open market and privately negotiated transactions)
in favor of our initial business combination.


With
certain limited exceptions, the Sponsor has agreed not to transfer, assign or sell their Founder Shares until the earlier of (i)
one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of
our shares of common stock equals or exceeds $12.50 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, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation,
merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their
shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions
and other agreements of our initial stockholders with respect to any Founder Shares.


Preferred
Stock


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with
voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could
have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have
no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock,
we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in our
Initial Public Offering.


Redeemable
Warrants


Public
Warrants


Each
Public Warrant entitles the registered holder thereof to purchase one share of our 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 our Initial Public
Offering or 30 days after the completion of our initial business combination. Pursuant to the Public Warrant agreement, a Public
Warrant holder may exercise its Public Warrants only for a whole number of shares of common stock. This means that only a whole
Public Warrant may be exercised at any given time by a Public Warrant holder. No fractional Public Warrants will be issued upon
separation of the Units and only whole Public Warrants will trade. Accordingly, unless you purchase at least two Units, you will
not be able to receive or trade a whole Public Warrant.


The
Public 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 shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of
common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration or valid exemption from registration is available. No Public Warrant
will be exercisable, and we will not be obligated to issue shares of common stock upon exercise of a Public Warrant unless common
stock issuable upon such Public 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 Public Warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled
to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will we be required
to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants,
the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the Unit solely for the share
of common stock underlying such Unit.


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement covering the shares of common stock issuable
upon exercise of the Public Warrants, to cause such registration statement to become effective within 60 business days following
our business combination and to maintain a current prospectus relating to those shares of common stock until the Public Warrants
expire or are redeemed, as specified in the Public Warrant agreement. If a registration statement covering the shares of common
stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of our initial
business combination, Public 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 Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act, provided that such exemption is available or another exemption.


Once
the Public Warrants become exercisable, we may call the Public Warrants for redemption:


	 	●	in
    whole and not in part;
	 	 	 
	 	●	at a price of $0.01
    per Public Warrant;
	 	 	 
	 	●	upon not less than 30
    days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption
    period”) to each Public Warrant holder; and
	 	 	 
	 	●	if, and only if, the
    reported last sale price of the 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 commencing once the
    Public Warrants become exercisable and ending three business days before we send the notice of redemption to the Public Warrant-holders.





If
and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common
stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws
or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares
of common stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered by
us in our Initial Public Offering.


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 Public Warrant exercise price. If the foregoing conditions are satisfied and we issue
a notice of redemption of the Public Warrants, each Public Warrant-holder will be entitled to exercise its Public Warrant prior
to the scheduled redemption date. However, the price of the 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 Public Warrant
exercise price after the redemption notice is issued.


If
we call the Public Warrants for redemption as described above, our management will have the option to require any holder that
wishes to exercise its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders
to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash
position, the number of Public Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum
number of shares of common stock issuable upon the exercise of our Public Warrants. If our management takes advantage of this
option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares
of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported
last sale price of the 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 Public 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 common stock to be received upon exercise of the Public
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 Public Warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after our initial business combination.



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A
holder of a Public 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 Public Warrant, to the extent that after giving effect to such exercise, such person (together
with such person’s affiliates), to the Public Warrant agent’s actual knowledge, would beneficially own in excess of
4.9% or 9.8% (or such other amount as a holder may specify) of the shares of common stock outstanding immediately after giving
effect to such exercise.


If
the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up
of shares of 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 common stock issuable on exercise of each Public Warrant will be increased in proportion to such increase
in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of
common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of common stock
equal to the product of (i) the number of shares of 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 common stock) and (ii) one (1)
minus the quotient of (x) the price per share of common stock paid in such rights offering divided by (y) the fair market value.
For these purposes (i) if the rights offering is for securities convertible into or exercisable for common stock, in determining
the price payable for 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 common
stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares
of 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 Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in
cash, securities or other assets to the holders of common stock on account of such shares of common stock (or other shares of
our capital stock into which the Public Warrants are convertible), other than (a) as described above, (b) certain ordinary cash
dividends, (c) to satisfy the redemption rights of the holders of common stock in connection with a proposed initial business
combination, (d) to satisfy the redemption rights of the holders of 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 redemption
in connection with our initial business combination or amendments to our charter prior thereto or to redeem 100% of our common
stock if we do not complete our initial business combination within 12 months (or up to 18 months) from the closing of our Initial
Public Offering 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 Public 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 common stock in respect of
such event.


If
the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of 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 common stock issuable on exercise of each Public Warrant will
be decreased in proportion to such decrease in outstanding shares of common stock.



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Whenever
the number of shares of common stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the
Public Warrant exercise price per share will be adjusted by multiplying the Public Warrant exercise price immediately prior to
such adjustment by a fraction (x) the numerator of which will be the number of shares of 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 common
stock so purchasable immediately thereafter.


In
case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or
that solely affects the par value of such shares of 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 shares of 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 Public Warrants will thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of our 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 Public Warrants would have received if such
holder had exercised their Public Warrants immediately prior to such event (the “Alternative Issuance”); provided
that, (i) if the holders of the common stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Public Warrant shall become exercisable shall be deemed to be the weighted
average of the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of
the common stock (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 repurchase of shares of 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 (or any successor
rule)) 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 (or any successor rule)) 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 (or any successor rule)) more than 50% of the
outstanding shares of common stock, the holder of a Public Warrant shall be entitled to receive as the Alternative Issuance, the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if
such Public Warrant holder had exercised the Public Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the 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 other
adjustments described herein. If less than 70% of the consideration receivable by the holders of common stock in such a transaction
is payable in the form of 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 Public Warrant properly exercises the Public Warrant within thirty days following public disclosure
of such transaction, the Public Warrant exercise price will be reduced as specified in the Public Warrant agreement based on the
Black-Scholes value (as defined in the Public Warrant agreement) of the Public Warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the Public Warrants when an extraordinary transaction occurs during the exercise
period of the Public Warrants pursuant to which the holders of the Public Warrants otherwise do not receive the full potential
value of the Public Warrants in order to determine and realize the option value component of the Public Warrant. This formula
is to compensate the Public Warrant holder for the loss of the option value portion of the Public Warrant due to the requirement
that the Public Warrant holder exercise the Public Warrant within 30 days of the event. The Black-Scholes model is an accepted
pricing model for estimating fair market value where no quoted market price for an instrument is available.


The
Public Warrants are issued in registered form under a Public Warrant agreement between Continental Stock Transfer & Trust
Company, as Public Warrant agent, and us. You should review a copy of the Public Warrant agreement, which was filed as an exhibit
to the registration statement on Form S-1 in connection with our Initial Public Offering, for a complete description of the terms
and conditions applicable to the Public Warrants. The Public Warrant agreement provides that the terms of the Public Warrants
may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval
by the holders of at least a majority of the then outstanding Public Warrants to make any change that adversely affects the interests
of the registered holders of Public Warrants.



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In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of 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 Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value
is below $9.20 per share, the exercise price of the Public 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
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Public
Warrants may be exercised upon surrender of the Public Warrant certificate on or prior to the expiration date at the offices of
the Public Warrant agent, with the exercise form on the reverse side of the Public 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 Public Warrants being exercised. The Public Warrant-holders do not have the rights
or privileges of holders of common stock and any voting rights until they exercise their Public warrants and receive shares of
common stock. After the issuance of shares of common stock upon exercise of the Public Warrants, each holder will be entitled
to one (1) 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 of shares of common
stock to be issued to the warrant-holder. Accordingly, unless you purchase at least two Units, you will not be able to receive
or trade a whole warrant.


Dividends


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial conditions subsequent to completion of an initial business combination. The
payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors
at such time.


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, willful misconduct or bad
faith of the indemnified person or entity.



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Our
Amended and Restated Certificate of Incorporation


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our Initial Public
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 50.1% of our common stock. Our initial stockholders, who collectively beneficially owned approximately
23% of our common stock upon the closing of our Initial Public Offering will 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 within 12 months (or up to 18 months as described above) from the closing of our Initial Public Offering, we will
    (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
    business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
    payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds
    held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
    expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
    rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
    and (iii) 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 the case of clauses (ii) and (iii) above 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 (i) receive funds from the trust
    account or (ii) vote on any initial business combination;
	 	 	 
	 	●	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 the NYSE American,
    we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed
    above;
	 	 	 
	 	●	If our stockholders approve an amendment to
    our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption
    in connection with our initial business combination or amendments to our charter prior thereto or to redeem 100% of our public
    shares if we do not complete our initial business combination within 12 months (or up to 18 months as described above) from
    the closing of our Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights
    or pre-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 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; 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 only redeem our public
shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon
consummation of our initial business combination and after payment of underwriters’ fees and commissions.


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








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	 	●	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 will be classified into two 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, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and certain other actions may be brought
only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in 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. 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 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.


Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest
extent permitted by applicable law, subject to certain exceptions. 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. As
a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction.


In
addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of
an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law,
be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court
would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought
to enforce any duty or liability created by the Securities Act or 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.



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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 and/or nomination 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’ notice. 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.


Classified
Board of Directors


Our
board of directors will initially be divided into two classes, Class I and Class II, with members of each class serving staggered
two-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.


Other
Matters


Holders
of shares of the common stock do not have any preemptive, subscription, redemption or conversion rights. All of the shares of
the common stock currently issued and outstanding are fully-paid and nonassessable.



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