Exhibit 4.5 


 


DESCRIPTION OF SECURITIES OF

APOLLO STRATEGIC GROWTH CAPITAL

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2020, Apollo Strategic
Growth Capital (the “Company,” “we,” “us” and “our”) had three classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting of one
Class A ordinary share and one-third of one redeemable warrant, Class A ordinary shares, par value $0.00005, and warrants. The
following description of our capital stock summarizes certain provisions of our amended and restated memorandum and articles of
association. The description is intended as a summary, and is qualified in its entirety by reference to our amended and restated
memorandum and articles of association, a copy of which has been filed as an exhibit to this Annual Report on Form 10-K. Defined
terms used herein, but otherwise not defined, shall have the meaning ascribed to them in this Annual Report on Form 10-K.


 


Pursuant to our amended and restated memorandum
and articles of association, our authorized capital stock consists of 300,000,000 Class A ordinary shares, $0.00005 par value,
60,000,000 Class B ordinary shares, $0.00005 par value, and 1,000,000 shares of undesignated preferred shares, $0.00005 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 you.


 


Units


 


Each unit consists of one Class A ordinary
share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment. 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 ordinary shares. This means only a whole warrant may
be exercised at any given time by a warrant holder. No fractional warrants are issued upon separation of the units and only whole
warrants will trade.


 


The common stock and warrants constituting
the units began separate trading on November 23, 2020. Upon the commencement of separate trading, holders have the option to continue
to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent
in order to separate the units into Class A ordinary shares and warrants. No fractional warrants are issued upon separation of
the units and only whole warrants trade.


 


Ordinary Shares


 


As of March 25, 2021, 102,101,250 ordinary
shares are outstanding, including:


 


		·	81,681,000 Class A ordinary shares, including Class A ordinary shares underlying the Units; and



 


		·	20,420,250 Class B ordinary shares held by our initial stockholders.



 






    


     


    

 


Class A ordinary shareholders and Class
B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and
vote together as a single class, except as required by law or the applicable rules of the New York Stock Exchange (the “NYSE”)
then in effect; provided, that (i) holders of our Class B ordinary shares have the right to elect all of our directors prior to
our initial business combination and holders of our Class A ordinary shares are not entitled to vote on the election or removal
of directors during such time, and (ii) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires
the approval of at least two thirds of the votes of all ordinary shares), holders of our Class B ordinary shares have ten votes
for every Class B ordinary shares and holders of our Class A ordinary shares have one vote for every Class A ordinary share. These
provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed
by a majority of at least 90% of our ordinary shares voting in a general meeting. Unless specified in the Companies Act (as amended)
of the Cayman Islands as the same may be amended from time to time (the “Companies Act”), our amended and restated
memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares
that are voted is required to approve any matter voted on by our shareholders (other than the election or removal of directors),
and the affirmative vote of a majority of our Class B ordinary shares is required to approve the election or removal of directors.
Approval of certain actions require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and
approving a statutory merger or consolidation with another company. Directors are elected for a term of three years. 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 ordinary
shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


 


In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or general meetings or elect directors.
In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the election
or removal of directors prior to completion of our initial business combination. We may not hold an annual meeting of shareholders
prior to the consummation of our initial business combination.


 


We will provide our Class A public shareholders
with the opportunity to redeem all or a portion of their public shares in connection with 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 in permitted withdrawals, divided by the number of then outstanding public shares, subject to the
limitations described herein. The amount in the trust account is approximately $10.00 per public share. The per-share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will
pay to the underwriters. Our 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 Class B ordinary shares and any public shares held by them in
connection with our initial business combination.


 


Unlike many blank check companies that hold
shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash in connection with our initial business combinations even when a vote is not required by
law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete
our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the business
combination (or, if the applicable rules of the NYSE then in effect require, a majority of the outstanding ordinary shares held
by public shareholders are voted in favor of the business transaction). Unless restricted by NYSE rules, a quorum for such meeting
will consist of the holders present in person or by proxy of our outstanding ordinary shares representing a majority of the voting
power of all of our outstanding ordinary shares entitled to vote at such meeting. Unless restricted by NYSE rules, our initial
shareholders will count towards such quorum. However, the participation of our sponsor, officers, directors, advisors or any of
their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination
even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination unless
restricted by applicable NYSE rules. For purposes of seeking approval of the majority of our outstanding ordinary shares, 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.


 






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If we seek shareholder approval in connection
with our initial business combination, our initial shareholders, officers and directors have agreed (and their permitted transferees
will agree), pursuant to the terms of a letter agreement entered into with us, to vote any Class B ordinary shares held by them
and any public shares purchased during or after the Initial Public Offering in favor of our initial business combination. Additionally,
each public shareholder may elect to redeem its public shares without voting, and if it does vote, irrespective of whether it votes
for or against the proposed transaction. These quorum and voting provisions and the letter agreement may make it more likely that
we will consummate our initial business combination.


 


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


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination within the completion window, 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 shareholders’ rights as shareholders
(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 shareholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Cayman Islands 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 Class B
ordinary shares held by them if we fail to complete our initial business combination within the completion window. However, if
our initial shareholders acquire public shares after the 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.


 






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


 


Class B Ordinary Shares


 


The Class B ordinary shares are identical
to the Class A ordinary shares, and holders of Class B ordinary shares have the same shareholder rights as public shareholders,
except that (i) only holders of the Class B ordinary shares have the right to vote on the election or removal of directors prior
to our initial business combination, (ii) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which
requires the approval of at least two thirds of the votes of all ordinary shares), holders of our Class B ordinary shares have
ten votes for every founder share and, as a result, our initial shareholders will be able to approve any such proposal without
the vote of any other shareholder, (iii) the Class B ordinary shares are subject to certain transfer restrictions, as described
in more detail below, and (iv) 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 Class B ordinary shares and any public shares held by
them in connection with our initial business combination and (B) to waive their rights to liquidating distributions from the trust
account with respect to any Class B ordinary shares held by them if we fail to complete our initial business combination within
the completion window, 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, (v) the Class B ordinary shares
are automatically convertible into Class A ordinary shares at the time of completion 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 (vi) are entitled to registration rights. If we submit our initial business combination to our public shareholders for
a vote, our initial shareholders, officers and directors have agreed (and their permitted transferees will agree), pursuant to
the terms of a letter agreement entered into with us, to vote any Class B ordinary shares held by them and any public shares purchased
during or after the Initial Public Offering in favor of our initial business combination.


 


The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of completion of our initial business combination on a one-for-one basis, subject
to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment
as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued
in excess of the amounts sold in the Initial Public Offering and related to the closing of our initial business combination, the
ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of two-thirds
of the outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in
the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon completion of the Initial Public Offering
plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination,
excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Holders of
Class B ordinary shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares,
subject to adjustment as provided above, at any time.


 


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


 






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Register of Members


 


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


 


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



 


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



 


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



 


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


 


Preferred Shares


 


Our memorandum and articles of association
provide that preferred shares may be issued from time to time in one or more series. Our board of directors is authorized to fix
the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and
any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able
to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power
and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors
to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control
or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently
intend to issue any preferred shares, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of October 6, 2021 or 30 days after the completion of our initial business combination, provided in
each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable
upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants
on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, a holder must have at least three units to receive or trade a whole warrant. The warrants
will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.


 






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


 


We have agreed that as soon as practicable,
but in no event later than 15 business days, after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the
Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during
any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or
qualify the shares under applicable blue sky laws to the extent an exemption is available. In such event, each holder would pay
the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the
quotient obtained by dividing (x) the product of the number of our Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B)
0.361. The “fair market value” shall mean the volume weighted average price of our Class A ordinary shares 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 Class A ordinary share 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and



 






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		·	if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
 “—Warrants—Public
Shareholders’ Warrants—Anti-dilution
Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before we send the notice
of redemption to the warrant holders (which we refer to as the “Reference Value”).



 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon
exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we
are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 


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


 


Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants:


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will
be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference
to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined
below) except as otherwise described below; and



 


		·	if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $18.00”) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of
shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public
Shareholders’ Warrants—Anti-dilution
Adjustments”).



 


During the period beginning on the date
the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below
represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with
a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares
on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for
$0.10 per warrant), determined for these purposes based on the volume-weighted average price of our Class A ordinary shares during
the 10 trading days immediately following 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. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading
day period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares
have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers
in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the
warrants if we are not the surviving entity following our initial business combination.


 






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The share prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or
the exercise price of the warrant is adjusted as set forth under the heading “- Anti-dilution Adjustments” below. If
the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal
the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares
deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner
and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted
pursuant to the fifth paragraph of “- Anti-Dilution Adjustments” below, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the exercise
price after such adjustment and the denominator of which is $10.00. If the exercise price of a warrant is adjusted pursuant to
the second paragraph of “—Anti-Dilution
Adjustments” below, the adjusted share prices in the column headings shall equal the share prices immediately prior to such
adjustment less the decrease in the exercise price pursuant to such exercise price adjustment.


 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	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	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	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	 



 






    8


     


    

 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant
exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair
market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example,
if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on
which the notice of redemption is sent to the holders of the warrants is $11.00 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 Class A ordinary shares 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 volume weighted average price of our Class A ordinary shares during the 10 trading
days immediately following 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 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable
on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares 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 Class A ordinary shares.


 


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 ordinary shares exceeds $18.00
per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading
price of our Class A ordinary shares is below the exercise price of the warrants. 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 October 1, 2020. We will be required to pay the applicable 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.


 


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


 


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


 






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Anti-dilution Adjustments. If the
number of outstanding Class A ordinary shares is increased by a dividend payable in Class A ordinary shares, or by a split-up of
Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar event,
the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in
the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase
Class A ordinary shares at a price less than the fair market value will be deemed a share dividend of a number of Class A ordinary
shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary share 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
Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means
the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A ordinary shares on account of such Class A ordinary shares (or other shares of our share capital into which the warrants
are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per
share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period
ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect
any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or
to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate
cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders
of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of
the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination within the completion window or (B) with respect to any other material provision relating to shareholders’
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
Class A ordinary share in respect of such event.


 


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


 


Whenever the number of Class A ordinary
shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
(to the nearest cent) by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator
of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such
adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
The warrant agreement provides that no adjustment to the number of the Class A ordinary shares issuable upon exercise of a warrant
will be required until cumulative adjustments amount to 1% or more of the number of Class A ordinary shares issuable upon exercise
of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent
adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that (taken together
with such carried forward adjustments) would result in a change of at least 1% in the number of Class A ordinary shares issuable
upon exercise of a warrant and (ii) on the exercise date of any warrant.


 






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In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class
A ordinary shares), or in the case of any merger or consolidation of us with or into another entity (other than a consolidation
or merger in which we are the continuing entity and that does not result in any reclassification or reorganization of our outstanding
Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants
would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration
receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be
so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of
such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs
during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the warrants.


 


The warrants are issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the
warrants and the warrant agreement set forth in the prospectus relating to our Initial Public Offering, 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, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required
to make any change that adversely affects the interests of the registered holders.


 


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


 


Warrants may be exercised only for a whole
number of Class A ordinary shares. 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 Class A ordinary shares to be issued to the warrant holder.


 






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Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of the private placement warrants) are not transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers
and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they
are held by our sponsor or its permitted transferees. The private placement warrants will expire at 5:00 p.m., New York City time,
on the fifth anniversary of the completion of our initial business combination, or earlier upon redemption or liquidation. In addition,
the private placement warrants are not exercisable more than five years from October 1, 2020, in accordance with FINRA Rule 5110(f)(2)(G)(i),
as long as our sponsor or any of its related persons beneficially own such private placement warrants. Otherwise, the private placement
warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Initial Public
Offering. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, such private
placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units
sold in the Initial Public Offering.


 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that
number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the warrants by (y) the fair market value. The “fair market value” means the average last reported sale price
of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of
warrant exercise is sent to the warrant agent.


 


In order to finance transaction costs in
connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement
warrants.


 


Dividends


 


We have not paid any cash dividends on our
ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. , if we incur any indebtedness, our ability to
declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


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


 


Our Amended and Restated Memorandum and
Articles of Association 


 


Our amended and restated memorandum and
articles of association contain certain requirements and restrictions relating to the Initial Public Offering that apply to us
until the completion of our initial business combination. These provisions (other than amendments relating to the appointment of
directors, which require the approval of a majority of at least 90% of our ordinary shares voting in a general meeting) cannot
be amended without a special resolution. As a matter of Cayman Islands law, a special resolution must be approved by either (i)
at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given;
or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Other than as described above, our amended and restated memorandum and articles of association provide that special
resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholder meeting, or
by a unanimous written resolution of all of our shareholders.


 






    12 


     


    

 


Our initial shareholders, who collectively
beneficially own 20% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles
of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum
and articles of association provide, among other things, that:


 


		·	if we are unable to complete our initial business combination within the completion window, 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 make permitted withdrawals (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 shareholders’ rights as shareholders
(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 shareholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Cayman Islands 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 ordinary shares that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination;



 


		·	although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor,
our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm 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 shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder
vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of
the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;



 


		·	our initial business combination must occur with one or more operating businesses or assets with a fair market value equal
to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes
and excluding the amount of any deferred underwriting commissions held in trust) at the time of our signing a definitive agreement
in connection with our initial business combination;



 


		·	if our shareholders approve an amendment to our amended and restated memorandum and articles of association that would affect
the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within the completion window, we will provide our public shareholders with the opportunity to redeem all or a portion of their
ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including permitted withdrawals, divided by the number of then outstanding public shares;



 






    13 


     


    

 


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



 


		·	our sponsor and its affiliates will not have a duty to communicate or offer any business opportunity to us.



 


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


 


Certain Differences in Corporate Law


 


We are incorporated in the Cayman Islands.
Our management chose the Cayman Islands as our place of incorporation because:


 


		·	we believe investors are increasingly familiar with special purpose investment vehicles organized as Cayman Islands companies;



 


		·	we believe we will have added flexibility in our selection of an initial business combination as a Cayman Islands company because
of its favorable tax system;



 


		·	of its political and economic stability;



 


		·	of its effective judicial system;



 


		·	of the absence of exchange control or currency restrictions; and



 


		·	of the availability of professional support services.



 


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


 


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


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 66 2∕3% in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in
a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent
company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that
the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies
will register the plan of merger or consolidation.


 






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


 


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


 


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


 






    15 


     


    

 


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


 


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



 


		·	the shareholders have been fairly represented at the meeting in question;



 


		·	the arrangement is such as a businessman would reasonably approve; and



 


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



 


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


 


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


 


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


 


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


 


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



 






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



 


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



 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 






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



 


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



 


		·	an exempted company may register as a segregated portfolio company.



 


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


 


Our amended and restated memorandum and
articles of association provide that our board of directors is classified into three classes of directors. As a result, in most
circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general
meetings. Our authorized but unissued ordinary shares and preferred shares are available for future issuances without shareholder
approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions
and employee benefit plans. The existence of authorized but unissued and unreserved ordinary shares and preferred shares could
render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Listing of Securities


 


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


 






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