Exhibit 4.5 


 


DESCRIPTION OF SECURITIES


 


The following description summarizes certain terms
of the securities of Alkuri Global Acquisition Corp. (the “Company”, “our” or “we”) as set out more
particularly in our amended and restated Charter (“Charter”). Pursuant to our Charter which was adopted prior to the consummation
of our initial public offering (“Public Offering”), the Company is authorized to issue (i) 400,000,000 shares of common stock,
par value $0.0001 per share (“Common Stock”), including 380,000,000 shares of Class A common stock, par value $0.0001
per share(“Class A Common Stock”), and 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class
B Common Stock”), and (ii) 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share (“Preferred Stock”).
The following description summarizes the certain terms of our shares as set out more particularly in our Charter. Because it is only a
summary, it may not contain all the information that is important to you.


 


Units


 


Public Units 


 


Each unit consists of one 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 Class A
Common Stock at a price of $11.50 per share, subject to adjustment. Only whole warrants are exercisable. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. This means only a whole warrant may be exercised at any given
time by a warrant holder.


 


The shares of Class A Common Stock and warrants
comprising the units will begin separate trading on the Nasdaq Stock Market LLC (“Nasdaq”) on March 29, 2021. Unit holders
have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into shares of Class A Common Stock and warrants. Accordingly,
unless a unit holder holds a multiple of four units, the number of warrants issuable to such unitholder upon separation of the units will
be rounded down to the nearest whole number of warrants.


 


In no event will the Class A common stock
and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC, which includes an audited balance sheet
reflecting our receipt of the gross proceeds following closing of the Public Offering.


 


Common Stock


 


Stockholders of record are entitled to one vote
for each share held on all matters to be voted on by stockholders. Holders of Class A Common Stock and holders of Class B Common
Stock will vote together as a single class on all matters submitted to a vote of our stockholders. Unless specified in our Charter, or
as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares
of Common Stock that are voted is required to approve any such matter voted on by our stockholders. There is no cumulative voting with
respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of
directors can appoint all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.


 


Because our Charter authorizes the issuance of
up to 380,000,000 shares of Class A Common Stock, if we were to enter into a business combination, we may (depending on the terms
of such a business combination) be required to increase the number of shares of Class A Common Stock which we are authorized to
issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection
with our initial business combination.


 






     


     


    

 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual meeting of stockholders until one year after our first fiscal year end following our
listing on Nasdaq.


 


Under Section 211(b) of the DGCL, we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election
is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires
an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business
combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with
Section 211(c) of the DGCL.


 


Following the Public Offering and private placement
of warrants occurring simultaneously therewith, a total of $345,000,000 was deposited into a trust account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions
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 deferred underwriting commissions we will
pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion
of our initial business combination. We will provide our public stockholders with the opportunity to redeem all or a portion of their
public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve
the initial business combination or (ii) without a stockholder vote by means of a tender offer. 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. If we conduct redemptions by means of a tender offer, the tender offer documents will 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 we seek stockholder approval, the
participation of our sponsor, officers, directors, advisors or any of their affiliates in privately negotiated transactions (as
described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our
public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval
of the majority of our outstanding shares of Common Stock voted, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. We intend to give approximately 30 days’ (but not less than 10 days’ nor
more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our
initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it
more likely that we will consummate our initial business combination.


 






     


     


    

 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such
stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange
Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of common stock sold
in the Public Offering (“Excess Shares”) without our prior consent. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a
result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required
to sell their shares in open-market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares
purchased by them (including in open market and privately-negotiated transactions) in favor of our initial business combination.


 


As a result, in addition to our initial stockholders’
Founder Shares, we would need only 12,937,501, or 37.5%, =, or 2,156,251, or 6.25% = of the 34,500,000 public shares sold in the Public
Offering to be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally,
each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction
or whether they were a public stockholder on the record date for the annual meeting held to approve the proposed transaction.


 


Pursuant to our Charter, if we are unable to complete
our initial business combination within 24 months from the closing of the Public Offering, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors
and in all cases subject to the other requirements of 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
their founder shares if we fail to complete our initial business combination within 24 months from the closing of the Public Offering.
However, if our sponsor or management team acquired public shares in or acquire public shares after the Public Offering, they will be
entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business
combination within the prescribed time period.


 









     


     


    

 


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


 


Founder Shares


 


The founder shares are designated as Class B Common
Stock and, except as described below, are identical to the shares of Class A Common Stock included in the units being sold in
the 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) the founder shares are entitled to registration
rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to
(A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our
initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection
with a stockholder vote to approve an amendment to our Charter (i) to modify the substance or timing of our obligation to allow redemption
of in connection with our initial business combination or to redeem 100% of our public shares if we have not complete our initial business
combination within 24 months from the closing of the Public Offering or (ii) with respect to any other provisions relating to
stockholders’ rights or pre-initial business combination activity, and (C) to waive their rights to liquidating distributions
from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within 24 months
from the closing of the Public Offering, although they will be entitled to liquidating distributions from the Trust Account with respect
to any public shares they hold if we fail to complete our initial business combination within such time period, (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 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 initial business combination to our public stockholders for
a vote, our sponsor, officers and directors have agreed (and its permitted transferees will agree) pursuant to the letter agreement to
vote any founder shares held by them and any public shares purchased after the Public Offering (including in open-market and privately-negotiated
transactions) in favor of our initial business combination.


 


In the case that additional shares of Class A
Common Stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of
shares of Class A Common Stock issuable upon conversion of all founder shares will equal, in the aggregate, approximately 20% of
the total number of all shares of common stock outstanding following the completion of the Public Offering, plus the total number of shares
of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding
any shares of Class A Common Stock or equity-linked securities exercisable for or convertible into shares of Class A Common
Stock issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued
to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never
occur on a less than one-for-one-basis. We cannot determine at this time whether a majority of the holders of our Class B Common
Stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment
due to (but not limited to) the following: (i) closing conditions that are part of the agreement for our initial business combination;
(ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties
providing financing that would trigger the anti-dilution provisions of the Class B Common Stock. If such adjustment is not waived,
the issuance would not reduce the percentage ownership of holders of our Class B Common Stock, but would reduce the percentage
ownership of holders of our Class A Common Stock. If such adjustment is waived, the issuance would reduce the percentage ownership
of holders of both classes of our common stock. The term “equity-linked securities” refers to any debt or equity securities
that are convertible, exercisable or exchangeable for shares of Class A Common Stock issued in a financing transaction in connection
with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed
issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible
securities, warrants or similar securities.


 






     


     


    

 


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the reported closing price of the shares
of 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, following the completion of our initial business combination, on which we complete a liquidation, merger, share
exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares
of Class A 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 appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment 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 Charter may
only be amended by approval of a majority of at least 90% of our Class B Common Stock voting in an annual meeting. 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.


 


Preferred Stock


 


Our Charter 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 will be able to, without stockholder approval, issue shares of
Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Common Stock
and could have anti-takeover effects. The ability of our board of directors to issue shares of Preferred Stock without stockholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We had no
Preferred Stock outstanding as of December 31, 2020.


 


Warrants


 


Public Stockholders’ Warrants


 





Each whole warrant entitles the registered holder
to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time
commencing on the later of one year from the closing of the Public Offering and 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares of Class A
Common Stock. This means only a whole warrant may be exercised at a given time by a warrantholder. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless our unit holders hold a multiple of four units,
the number of warrants issuable to such holders upon separation of the units will be rounded down to the nearest whole number of warrants.
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.
No warrant will be exercisable and we will not be obligated to issue shares of Class A Common Stock upon exercise of a warrant unless
the shares of Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event
that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the share of Class A Common Stock underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock
issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain 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.
If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by
the 60th business day after the closing of our initial business combination or within a specified period following the consummation of
our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.


 


Redemption of warrants when the price per share of Class A
Common Stock equals or exceeds $18.00.


 


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


 


		·	in whole and not in part;



		·	at a price of $0.01 per warrant;



		·	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and



		·	if, and only if, the reported closing price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
three business days before we send the notice of redemption to the warrant holders.






 






     


     


    

 


If and when the warrants become redeemable by
us, we may not exercise our redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from
registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.


 


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


 


Redemption of warrants when the price per share of Class A
Common Stock equals or exceeds $10.00.


 


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” ​(as defined below) of our Class A Common Stock
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 as described under the heading “— Warrants — Public
Stockholders’ Warrants — Anti-Dilution Adjustments”) 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 our Class A Common Stock for any 20 trading days within a 30-trading day period ending three trading
days before we send 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 as described under the heading “— Warrants — Public
Stockholders’ Warrants — Anti-dilution Adjustments”), 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 Class A common stock shall include a security other than Class A Common
Stock into which the 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.


 






     


     


    

 


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


 


	REDEMPTION DATE (PERIOD TO 	 	FAIR MARKET VALUE OF CLASS A COMMON STOCK	 
	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	 



 






     


     


    

 


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 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 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 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 differs from the
typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants
for cash (other than the private placement warrants) when the trading price for the Class A Common Stock exceeds $18.00 per
share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be
redeemed when the Class A Common Stock are trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A Common Stock is below the exercise price of the warrants. We have established this redemption feature to provide
us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above
under “— Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a
number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this
prospectus. This redemption right provides us 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 and we will be required to pay the redemption price to warrant holders if we choose to exercise this redemption right and
it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such,
we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the
warrants and pay the redemption price to the warrant holders.


 






     


     


    

 


As stated above, we can redeem the warrants when
the Class A Common Stock are 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 are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A
Common Stock than they would have received if they had chosen to wait to exercise their warrants for Class A Common Stock if and
when such Class A Common Stock were trading at a price higher than the exercise price of $11.50.


 


No fractional 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 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 exercise of the warrants.


 


Redemption Procedures


 


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


 


Anti-Dilution Adjustments


 


If the number of outstanding shares of
Class A Common Stock is increased by a stock dividend payable in shares of Class A Common Stock, or by a split-up of
shares of Class A Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A Common Stock issuable on exercise of each warrant will be increased in proportion to
such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of Class A Common Stock
entitling holders to purchase shares of Class A Common Stock at a price less than the fair market value will be deemed a stock
dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A
Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that
are convertible into or exercisable for Class A Common Stock) and (ii) one minus the quotient of (x) the price per
share of Class A Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the
price payable for Class A Common Stock, there will be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of
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 the holders of Class A
Common Stock on account of such shares of Class A Common Stock (or other shares of our capital stock into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A Common Stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of Class A Common Stock in connection with a stockholder vote to amend our Charter to (i) modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an 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
Public Offering or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of Class A Common Stock in respect of such
event.


 


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


 


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


 


In 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 our Class A Common Stock immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had
exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of
Class A Common Stock in such a transaction is payable in the form of Class A Common Stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within 30 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. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the
requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted
pricing model for estimating fair market value where no quoted market price for an instrument is available.


 






     


     


    

 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of
the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, 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 to cure 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 to correct
any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make
any change that adversely affects the interests of the registered holders of public warrants and, solely with respect to any amendment
to the terms of the private placement warrants, a majority of the then outstanding private placement 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 or any voting rights until they exercise their warrants and
receive shares of Class A Common Stock. After the issuance of shares of Class A Common Stock upon exercise of the warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


No fractional 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. As a result,
warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the
fractional interests that will not be issued.


 


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 a Newly Issued Price of less than $9.20 per share of Class A Common Stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our
sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our
initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the
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,
the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share
of Class A Common Stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the
higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under
 “— Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $10.00” will be
adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






     


     


    

 


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. See “Risk Factors — Our
warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of
New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,
which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” 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) will not be 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 this prospectus 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 (except as described
elsewhere in this prospectus) they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees.
Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as
part of the units in the 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 and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering.


 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering 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 “fair market value” ​(defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” means the average 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 an
initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly
limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants
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. 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. The terms of such working capital loans by our sponsor
or their affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to
such loans.


 






     


     


    

 


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 this 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.


 


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


 


Our Transfer Agent and Warrant Agent


 


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


 


Our Charter


 





Our Charter contains certain requirements and
restrictions relating to the Public Offering that will apply to us until the completion of our initial business combination. These provisions
cannot be amended without the approval of the holders of our Common Stock following the Public Offering, will participate in any vote
to amend our Charter and will have the discretion to vote in any manner they choose. Specifically, our Charter provides, among other things,
that:


 


	 	·	if we are unable to complete our initial business combination within 24 months from the closing of the 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 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;


  






     


     


    

 


	 	·	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, (ii) vote on any initial business combination or (iii) vote on matters related to our pre-initial business combination activity;







		·	although we do not intend to enter into an initial 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 another independent
entity that commonly renders valuation opinions, that such an initial 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 under 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 pursuant to Regulation 14A under the Exchange Act; whether or not we maintain our registration under the our
Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one
of the two methods listed above;








	 	·	so long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we complete one or more initial business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination;





	 	·	if our stockholders approve an amendment to our Charter to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an 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 Public Offering or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their 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, divided by the number of then outstanding public shares; and





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



 ​


In addition, our Charter provides that we will
only redeem our public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately
prior to or upon consummation of our initial business combination and after payment of deferred underwriters’ fees and commissions.


 






     


     


    

 


Certain Anti-Takeover Provisions of Delaware Law and our Charter


 





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


 


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



		·	an affiliate of an interested stockholder; or



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



 ​


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


 


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



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



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



 ​


Our authorized but unissued Common Stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Exclusive forum for certain lawsuits


 


Our Charter requires, to the fullest extent permitted
by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and
certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the
Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court
of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following
such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for
which the Court of Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing
the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision
benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers.


 


Our Charter provides that the exclusive
forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to
enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. In addition, our Charter provides that, unless we consent in writing to the selection of an alternative forum, the
federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provision
and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.


 






     


     


    

 


Special meeting of stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by a Co-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 our secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening
of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8
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


 


Following the Public 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.


 


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 Charter, 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.


 






     


     


    

 


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; or



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



 ​


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


 


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


 


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


 


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



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



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



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



 ​


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


 






     


     


    

 


Registration Rights


 





The holders of (i) the founder shares issued
in a private placement prior to the closing of the Public Offering, (ii) private placement warrants, which will be issued in a private
placement simultaneously with the closing of the Public Offering and the shares of Class A Common Stock underlying such private placement
warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration
rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed
in connection with the consummation of the Public Offering. These holders of these securities will be entitled to make up to three demands,
excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders
will have “piggy-back” registration rights to include their securities in other registration statements filed by us, subject
to certain limitations. We will bear the expenses incurred in connection with the filing of any such registration statements.


 





Listing of Securities


 


Our units are listed on Nasdaq under the
symbol “KURIU”. Our Class A Common Stock and warrants are listed on Nasdaq under the symbols “KURI” and “KURIW,”
respectively.