Exhibit 4.4


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The
following summary of the material terms of the securities of Star Peak Corp II (“we,”“us,”“our”
or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is
subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference
as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”),
and applicable Delaware law. We urge you to read our amended and restated memorandum and articles of association in their entirety
for a complete description of the rights and preferences of our securities.


 


Certain
Terms


 


Unless
otherwise stated in this exhibit, or the context otherwise requires, references to:


 


		•	“common
                                         stock” are to our Class A common stock and our Class B common stock, collectively;



 


		•	“founder
                                         shares” are to shares of our Class B common stock initially purchased by our sponsor
                                         in a private placement prior to our initial public offering, and the shares of our Class
                                         A common stock issued upon the conversion thereof as provided herein;



 


		•	“initial
                                         stockholders” are to our sponsor and any other holders of our founder shares prior
                                         to our initial public offering (or their permitted transferees);



 


		•	“management”
                                         or our “management team” are to our officers and directors;



 


		•	“private
                                         placement warrants” are to the warrants issued to our sponsor in a private placement
                                         simultaneously with the closing of our initial public offering;



 


		•	“public
                                         shares” are to shares of our Class A common stock sold as part of the units in
                                         our initial public offering (whether they were purchased in our initial public offering
                                         or thereafter in the open market);



 


		•	“public
                                         stockholders” are to the holders of our public shares, including, without limitation,
                                         our initial stockholders and members of our management team to the extent our initial
                                         stockholders and/or members of our management team have purchased public shares, provided
                                         that each initial stockholder’s and member of our management team’s status
                                         as a “public stockholder” shall only exist with respect to such public shares;



 


		•	“public
                                         warrants” are to our redeemable warrants sold as part of the units in our initial
                                         public offering (whether they are purchased in our initial public offering or thereafter
                                         in the open market), to the private placement warrants if held by third parties other
                                         than our sponsor (or permitted transferees), and to any private placement warrants issued
                                         upon conversion of working capital loans that are sold to third parties that are not
                                         initial purchasers or executive officers or directors (or permitted transferees), in
                                         each case, following the consummation of our initial business combination;



 


		•	“sponsor”
                                         are to Star Peak Sponsor II LLC, a Delaware limited liability company;



 


		•	“warrants”
                                         are to our redeemable warrants, which includes the public warrants as well as the private
                                         placement warrants to the extent they are no longer held by the initial purchasers of
                                         the private placement warrants or their permitted transferees; and



 


		•	“we,”
                                         “us,” “company” or “our company” are to Star Peak
                                         Corp II.






     


     


    



General


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of Class
A common stock, $0.0001 par value per share, 40,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares
of undesignated preferred stock, $0.0001 par value per share. The following description summarizes the material terms of our capital
stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary, it
may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one whole share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as
described in the registration statement on Form S-1 (No. 333- 251488). A warrant holder may exercise its warrants only for a whole
number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant
holder. No fractional warrants will be issued and only whole warrants will trade. Accordingly, unless you purchase at least three
units, you will not be able to receive or trade a whole warrant.


 


The
Class A Common Stock and Warrants began separate trading on February 26, 2021. Holders of the Units 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 shares of Class A Common Stock and Warrants.


 


Common
Stock


 


Upon
the closing of our initial public offering, there were 43,750,000 shares of our common stock outstanding, consisting of:


 


		•	35,000,000
                                         shares of our Class A common stock underlying the Units being offered in our initial
                                         public offering; and



 


		•	8,750,000
                                         shares of Class B common stock held by our sponsor.



 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of
the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted
to a vote of our stockholders, except as required by law.


 


Unless
specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the General
Corporation Law of Delaware, as amended (the “DGCL”) or applicable stock exchange rules, the affirmative vote of a
majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 400,000,000 shares of Class A 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 Class A 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.





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Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with
NYSE 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 NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an
annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which
requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our
initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL. Prior to the completion of an initial business combination, any vacancy on the
board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the
completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of
directors for any reason.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by
a resolution passed by a majority of our Class B common stock.


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account calculated as of two business days prior to the consummation of our initial business combination including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, including franchise and income 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 $10.00 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 discounts and commissions we will pay to the
underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly
redeem its shares. 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 and any public shares held by them in connection with
the completion of 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, 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.


 


However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described
in this exhibit), if any, could result in the approval of our 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 will give not less than 10 days prior written notice of any such meeting, if required, at which
a vote shall be taken to approve our 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.





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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public
stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with
respect 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 business combination. Our stockholders’ inability to redeem the Excess Shares will reduce
their influence over our ability to complete our 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 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 business combination, our initial stockholders have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.
As a result, in addition to our initial stockholders’ founder shares, we would need only 13,125,001, or 37.5%, of the 35,000,000
public shares sold in our initial public offering to be voted in favor of the business combination (assuming all outstanding shares
are voted) in order to have our initial business combination approved. Additionally, each public stockholder may elect to redeem
its public shares irrespective of whether it votes 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
24 months from the closing of our initial public offering (subject to our ability to seek an extension of such 24-month period
as described herein), 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, including franchise and income 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 each case 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 held by them if we fail to complete our initial business combination
within 24 months from the closing of our initial public offering. However, if our sponsor, officers or directors 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 business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of 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 are identical to the shares of Class A common stock included in the units sold in our initial public offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are
subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with the completion of our initial business combination and a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (x) that would modify the substance or timing
of our obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of the initial public offering or (y) with respect to any other provision relating to the rights
of holders of our Class A common stock and (B) to waive their rights to liquidating distributions from the trust account with
respect to any founder shares they hold if we fail to consummate an initial business combination within 24 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 the prescribed time frame), (iii)
the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock
at the time of our initial business combination, or at any time prior thereto 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 (iv) are entitled to registration rights.
If we submit our business combination to our public stockholders for a vote, our initial stockholders have agreed to vote any
founder shares held by them and any public shares purchased during or after our initial public offering in favor of our initial
business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the final prospectus and related to
the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class
A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of
the total number of all shares of common stock outstanding upon completion of our initial public offering plus all shares of Class
A common stock 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 founder shares
may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject
to adjustment as provided above, at any time.


 


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


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by
a resolution passed by a majority of our Class B common stock. With respect to any other matter submitted to a vote of our stockholders,
including any vote in connection with our initial business combination, except as required by law, holders of our founder shares
and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.





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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. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.


 


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


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of our initial public
offering or 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding
paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of
Class A common stock. You should review a copy of the warrant agreement, which has been filed with the SEC, for a complete description
of the terms and conditions applicable to the warrants. This means only a whole warrant may be exercised at a given time by a
warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five
years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.


 


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





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We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially
reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination,
and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A
common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A common
stock is at the time of any exercise of a warrant not listed on a national securities exchange such that 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, but we will
use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 60th day after the closing of the initial business combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x)
the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair
market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair
market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the
10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of Warrants if the Price Per Share of Class A Common Stock Equals or Exceeds $18.00


 


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


 


		•	in
                                         whole and not in part;



 


		•	at
                                         a price of $0.01 per warrant;



 


		•	upon
                                         a minimum of 30 days’ prior written notice of redemption to each warrant holder;
                                         and



 


		•	if,
                                         and only if, the closing price of the Class A common stock 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) for any 20 trading days within a 30-trading day period
                                         ending three trading days before we send the notice of redemption to the warrant holders.



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering issuance of
the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating
to those shares of Class A common stock is available 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
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. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. If the foregoing
conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise
his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below
the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.





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Redemption
of Warrants when the Price Per Share of Class A Common Stock 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 common
                                         stock (as defined below) except as otherwise described below;



 


		•	if,
                                         and only if, the closing price of our Class A common stock 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) for any 20 trading days within the 30-trading day
                                         period ending three trading days before we send the notice of redemption to the warrant
                                         holders; and



 


		•	if
                                         the closing price of the Class A common stock for any 20 trading days within a 30-trading
                                         day period ending on the third trading day prior to the date on which we send the notice
                                         of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments
                                         to the number of shares issuable upon exercise or the exercise price of a warrant), the
                                         private placement warrants must also be concurrently called for redemption on the same
                                         terms as the outstanding public warrants, as described above.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their
warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock 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 common stock on the corresponding redemption date (assuming holders
elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based
on volume-weighted average price of our Class A common stock 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 shares of Class A common stock shall include a security other than shares of
Class A common stock into which the shares of Class A common stock 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 shares of Class A common stock to be issued upon exercise of the warrants if we are not the surviving
entity following our initial business combination.





    8


     


    



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 a warrant is adjusted. 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 exercise price of the warrant after such adjustment and the
denominator of which is the exercise price of the warrant immediately prior to such adjustment. In such an event, the number of
shares in the table below shall be adjusted by multiplying such share amounts 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. If the exercise price of a warrant is adjusted as a result of
raising capital in connection with the initial business combination pursuant to the fifth paragraph under the heading “—Anti-dilution
Adjustments” in the registration statement on Form S-1 (No. 333-251488), the adjusted share prices in the column headings
will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the
Newly Issued Price as set forth under the heading “—Anti-dilution Adjustments” and the denominator of which
is $10.00.


 


	 	 	Fair
    Market Value of Class A Common Stock	 
	Redemption
    Date

    (period to expiration of warrants)	 	≤10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	≥18.00	 
	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	 






    9


     


    



The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A
common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of
shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based
on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A common stock 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 shares of Class A common stock for each whole warrant. For
an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted
average price of our Class A common stock 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 shares of
Class A common stock 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 shares of Class A common stock per warrant (subject to adjustment). Finally,
as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless
basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares
of Class A common stock.


 


This
redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock
is trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A common stock
is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to
redeem the warrants without the warrants having to reach the $18.00 per share threshold. Holders choosing to exercise their warrants
in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based
on an option pricing model with a fixed volatility input as of the date of the initial public offering. This redemption right
provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to
our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. 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. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants
and pay the redemption price to the warrant holders.


 


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


 


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





    10


     


    



Ownership
Limit


 


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 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock issued and outstanding immediately after giving effect to such exercise.


 


Anti-Dilution
Adjustments


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to all or substantially all of the holders of the shares of Class A common stock on account of such
shares of Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above,
(b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash
distributions paid on the shares of Class A common stock during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.10 (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 shares of Class A common stock
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 $0.10 per share, (c) to satisfy the redemption rights of the holders of shares of Class A common stock in
connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of shares of Class
A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial
public offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock or
pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of
Class A common stock in respect of such event.


 


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





    11


     


    



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


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20
per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board
of directors and, in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder
shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day
period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices
described above will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the
Newly Issued Price, respectively.


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above
or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of
us with or into another corporation (other than a 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 Class A common stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Class A common
stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have
received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to
exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed
to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a
tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company
as provided for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares
of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company
for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together
with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any
such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the issued and outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the shares of Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in the warrant agreement.





    12


     


    



If
less than 70% of the consideration receivable by the holders of shares of Class A common stock in such a transaction is payable
in the form of shares of Class A common stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
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 have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. You should review a copy of the warrant agreement, which was filed as an exhibit to the registration
statement for a complete description of the terms and conditions applicable to the warrants.


 


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 correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision, (ii) amending the
provisions relating to cash dividends on shares of common stock as contemplated by and in accordance with the warrant agreement
or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties
to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is
required to make any change that adversely affects the interests of the registered holders of public warrants.


 


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


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to
claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole
and exclusive forum.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock 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 as described under the section of the final prospectus relating to our initial public offering entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors
and other persons or entities affiliated with our sponsor) and they are not redeemable under certain redemption scenarios by us
so long as they are held by our sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and
provisions that are identical to those of the warrants sold as part of the units in our initial public offering, including as
to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than the sponsor
or its permitted transferees, the private placement warrants will be redeemable by us under all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units sold in our initial public offering.





    13


     


    



If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “Sponsor fair market
value” (defined below) less the exercise price of the warrants by (y) the Sponsor fair market value. The “Sponsor
fair market value” shall mean the average reported closing price of the Class A common stock for the 10 trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason
that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its
permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect
to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during
such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or
she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of
Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted
from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account. In the even that
our initial business combination does not close, we may use a portion of the working capital held outside the trust account to
repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $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, including as to exercise price, exercisability and exercise period.


 


Our
sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable
upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination,
except that, among other limited exceptions as described under the section of the final prospectus entitled “Principal Stockholders
 — Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and
other persons or entities affiliated with our sponsor


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on NYSE under the symbols “STPC.U”, “STPC” and “STPC
WS” respectively.


 


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. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off
or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any
right, title, interest or claim of any kind to, or any monies in, the trust account that it may have now or in the future. Accordingly,
any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us
and our assets outside the trust account and not against any monies in the trust account or interest earned thereon.





    14


     


    



Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains requirements and restrictions relating to our initial public offering
that apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval
of the holders of 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common stock
upon the closing of our initial public offering, participate in any vote to amend our amended and restated certificate of incorporation
and 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 24 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 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, including franchise
                                         and income 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 each case
                                         to our obligations under Delaware law to provide for claims of creditors and the requirements
                                         of other applicable law;



 


		•	Prior
                                         to our initial business combination, we may not issue additional shares of capital stock
                                         that would entitle the holders thereof to (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 or an independent
                                         accounting firm that such a business combination is fair to our company from a financial
                                         point of view;



 


		•	If
                                         a stockholder vote on our initial business combination is not required by law and we
                                         do not decide to hold a stockholder vote for business or other legal reasons, we will
                                         offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
                                         Act, and will file tender offer documents with the SEC prior to completing our initial
                                         business combination which contain substantially the same financial and other information
                                         about our initial business combination and the redemption rights as is required under
                                         Regulation 14A of the Exchange Act;



 


		•	Our
                                         initial business combination must occur with one or more target business that together
                                         have an aggregate fair market value of at least 80% or our assets held in the trust account
                                         (excluding the deferred underwriting discounts and commissions and funds previously released
                                         to us to pay taxes payable on the income earned on the trust account) at the time of
                                         the agreement to enter into the initial business combination;



 


		•	If
                                         our stockholders approve an amendment to our amended and restated certificate of incorporation
                                         that would modify the substance or timing of our obligation to redeem 100% of our public
                                         shares if we have not consummated an initial business combination within 24 months from
                                         the closing of our initial public offering, we will provide our public stockholders with
                                         the opportunity to redeem all or a portion of their shares of Class A common stock upon
                                         such approval at a per-share price, payable in cash, equal to the aggregate amount then
                                         on deposit in the trust account, including interest earned on the funds held in the trust
                                         account and not previously released to us to pay our taxes, including franchise and income
                                         taxes, divided by the number of then outstanding public shares; and






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



 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 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
have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that the stockholder became an interested stockholder, unless:


 


		•	prior
                                         to such time, our board of directors approved either the business combination or the
                                         transaction which resulted in the stockholder becoming an interested stockholder;



 


		•	upon
                                         consummation of the transaction that resulted in the stockholder becoming an interested
                                         stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
                                         at the time the transaction commenced, excluding certain shares; or



 


		•	at
                                         or subsequent to that time, the business combination is approved by our board of directors
                                         and by the affirmative vote of holders of at least 66-2/3% of the outstanding voting
                                         stock that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who,
together with that person’s affiliates and associates, owns, or within the previous three years owned, 20% or more of our
voting stock.


 


Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective
direct or indirect transferees of at least 20% of our outstanding common stock and any group as to which such persons are party
to, do not constitute “interested stockholders” for purposes of this provision.


 


Our
amended and restated certificate of incorporation provides 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 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. 





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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 other similar actions may be brought
only in the Court of Chancery in the State of Delaware, and if brought outside of Delaware, the stockholder bringing the suit
will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision
benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies
the provision may have the effect of discouraging lawsuits against our directors and officers. Despite the fact that our amended
and restated certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted
by applicable law. 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 and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act and 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, Securities Act, or any other claim for which the federal courts have exclusive
jurisdiction.


 


Special
meeting of stockholders


 


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


 


Advance
notice requirements for stockholder proposals and director nominations


 


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


 


Action
by written consent


 


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


 


Classified
Board of Directors


 


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





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Class
B Common Stock Consent Right


 


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


 


Securities
Eligible for Future Sale


 


We
have 43,750,000 shares of common stock issued and outstanding. Of these shares, the 35,000,000 shares of Class A common stock
sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining
8,750,000 Class B common stock and all 6,028,454 private placement warrants are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. These restricted securities are entitled to registration
rights as more fully described below under “— Registration and Shareholder Rights.”


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would
be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


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


 


		•	1%
                                         of the total number of shares of Class A common stock then outstanding, which equals
                                         437,500 shares immediately after our initial public offering; or



 


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



 


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


 


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


 


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


 


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



 


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






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		•	the
                                         issuer of the securities has filed all Exchange Act reports and materials required to
                                         be filed, as applicable, during the preceding 12 months (or such shorter period that
                                         the issuer was required to file such reports and materials), other than Current Reports
                                         on Form 8-K; and



 


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



 


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


 


Registration
and Shareholder Rights


 


The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans
(and any shares of Class A common stock issuable upon the conversion of such founder shares or exercise of such private placement
warrants and warrants that may be issued upon conversion of working capital loans pursuant to the terms of such securities) are
entitled to registration rights pursuant to a registration and shareholder rights agreement dated January 8, 2021, between the
Company and certain security holders, requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination
and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period, which occurs (a) in the case of the founder shares, on the
earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our business combination,
(i) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination or (ii) the date on which we complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares
of common stock for cash, securities or other property and (b) in the case of the private placement warrants and the respective
Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.


 


In
addition, pursuant to the registration and shareholder rights agreement, our sponsor, upon consummation of an initial business
combination, will be entitled to nominate three individuals for election to our board of directors so long as the sponsor and
its permitted transferees continue to hold at least 50% of the number of founder shares held by the sponsor immediately prior
to the closing of our initial public offering and after any forfeiture of its founder shares.





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