Exhibit 4.5


 


HORIZON ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following summary of the material terms of the securities of Horizon
Acquisition Corporation II 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 Cayman
Islands 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 our our securities.


 


CERTAIN
TERMS


 


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


 


		·	“Amended and Restated Memorandum and Article of Association” are to the amended and restated
memorandum and articles of association of the Company, adopted on October 19, 2020 and filed on October 23, 2020.



 


		·	“we,” “us,” “our” or our “company” are to Horizon Acquisition
Corporation II, a Cayman Islands exempted company;



 


		·	“Companies Act” are to the Companies Act (2020 Revision) of the Cayman Islands as the same
may be amended from time to time;



 


		·	“Deutsche Bank” are to Deutsche Bank Securities Inc., the representative of the underwriters
in our initial public offering;



 


		·	“directors” are to our current directors named in this Report;



 


		·	“equity-linked securities” are to any debt or equity securities that are convertible, exercisable
or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination,
including but not limited to a private placement of equity or debt;



 


		·	“founder shares” are to our Class B ordinary shares initially purchased by our sponsor in
a private placement prior to our initial public offering and our Class A ordinary shares that will be issued upon the automatic conversion
of the Class B ordinary shares at the time of our initial business combination as described herein;



 


		·	“initial shareholders” are to holders of our founder shares prior to our initial public offering;



 


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



 


		·	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;



 


		·	“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 Class A ordinary shares 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);



 






    	 	 



     


    




 


		·	“public shareholders” are to the holders of our public shares, including our initial shareholders
and members of our management team to the extent our initial shareholders and/or members of our management team purchase public shares,
provided that each initial shareholder’s and member of our management team’s status as a “public shareholder”
will only exist with respect to such public shares;



 


		·	“public warrants” are to the 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);



 


		·	“sponsor” are to Horizon Sponsor II, LLC, a Delaware limited liability company and an affiliate
of Eldridge (as defined below); and



 


		·	“warrants” are to our public warrants and private placement warrants.



 


We are a Cayman Islands exempted company and our
affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman
Islands. Pursuant to our amended and restated memorandum and articles of association which were adopted upon the consummation of our initial
public offering, we are authorized to issue 440,000,000 ordinary shares, $0.0001 par value each, including 400,000,000 Class A ordinary
shares and 40,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following description
summarizes material terms of our shares as set out more particularly in our amended and restated memorandum and articles of association.
Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Public Units


 


Each unit has an offering price of $10.00 and consists
of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this Report. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole
warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-third or two-thirds of one
warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant,
such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share, subject to adjustment and the requirements
described below. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day
following the date of this Report (or, if such date is not a business day, the following business day) unless Credit Suisse informs us
of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having
issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate
trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need
to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. 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 Class A ordinary shares and warrants were not
traded separately until we filed with the SEC a Current Report on Form 8-K which included an audited balance sheet reflecting our receipt
of the gross proceeds of our initial public offering. We filed a Current Report on Form 8-K which included the audited balance sheet promptly
after the closing of our initial public offering. We also filed a second Current Report on Form 8-K which provided updated financial information
to reflect the partial exercise of the underwriters’ over-allotment option.


 


Additionally, the units that have not already been
separated will automatically separate into their component parts in connection with the completion of our initial business combination
and will no longer be listed thereafter.








 




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Ordinary Shares


 


As of
the date of this Report there were 65,625,000 ordinary shares outstanding consisting of 52,500,000 Class A ordinary shares and 13,125,000
Class B ordinary shares.


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders and holders of Class A ordinary shares and holders of Class
B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law;
provided that only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection
with the completion of our initial business combination. Unless specified in our amended and restated memorandum and articles of association,
or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of
our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will
require a special resolution under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the
shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles
of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory
merger or consolidation with another company. Our board of directors is divided into three classes, each of which (except for those directors
elected prior to our first annual general meeting) will serve for a term of three years with only one class of directors being appointed
in each year. 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. Holders of Class A ordinary shares will not
have the right to vote on the appointment of any directors until after the completion of our initial business combination. Our shareholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated memorandum and
articles of association authorizes the issuance of up to 400,000,000 Class A ordinary shares, 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 Class A ordinary shares which we
are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.


 


Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors elected prior to our first annual
general meeting) serving a three-year termIn accordance with the corporate governance requirements of The New York Stock Exchange (“NYSE”),
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NYSE. There
is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold
an annual or extraordinary general meeting prior to the consummation of our initial business combination.


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then
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 $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include
the requirement that any beneficial owner on whose behalf a redemption right is being exercised 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 public shares held by them in connection with the completion of
our initial business combination or certain amendments to our amended and restated memorandum and articles of association as described
elsewhere in this Report. Permitted transferees of our initial shareholders, directors or officers will be subject to the same obligations.
Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their
initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by applicable
law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant
to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the
tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same financial
and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide
to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder
approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the
participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in
this Report), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote,
or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated
memorandum and articles of association require that at least five days’ notice will be given of any general meeting.


 




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


 


If we seek shareholder approval in connection with
our initial business combination, our sponsor, officers and directors have agreed to vote any founder shares and public shares held by
them in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 4,187,501, or 7.8%, of the 52,5000,000 public shares sold in our initial public offering (9.4% of the public shares sold in our initial
public offering not held by our sponsor or its affiliates) to be voted in favor of an initial business combination in order to have our
initial business combination approved (assuming all outstanding shares are voted). Additionally, each public shareholder may elect to
redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder
on the record date for the general meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed 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 no
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable and 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 shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands
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 our initial public offering. However, if our sponsor or management team acquire public shares in or after
our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we fail to complete our initial business combination within the required time period.


 




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In the event of a liquidation, dissolution or winding
up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary
shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary
shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share
price equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable),
divided by the number of then 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 ordinary
shares and are identical to the Class A ordinary shares included in the units being sold in our initial public offering, and holders of
founder shares have the same shareholder rights as public shareholders, 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 any founder shares and public shares held by them in connection with the completion of our initial business combination; (B)
waive their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote
to approve an amendment to our amended and restated memorandum and articles of association (x) 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
consummate an initial business combination within 24 months from the closing of our initial public offering or (y) with respect to any
other provisions relating to shareholders’ rights or pre-initial business combination activity; (C) 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, 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 required
time period; and (D) vote any founder shares and public shares held by them in favor of our initial business combination, (iv) the founder
shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial
business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and
articles of association, and (v) only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior
to or in connection with the completion of our initial business combination.


 


The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of the consummation of our initial business combination on a one-for-one basis, subject
to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further
adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued
in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares
will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion
(after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary
shares 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 Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller
in the initial business combination and any private placement 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.


 




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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 earlier if, subsequent to our initial business combination, the closing price of
the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, capitalization of shares, share dividends,
rights issuances, subdivisions 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, and (B) the date following the completion of our initial business
combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


Preference Shares


 


Our amended and restated memorandum and articles
of association authorize 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors is able to, without shareholder approval, issue preference shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our
board of directors to issue preference shares without shareholder 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 preference shares outstanding at the date hereof. Although
we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares
are being issued or registered in our initial public offering.


 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from the closing of our initial public offering and 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 Class A ordinary shares. 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 Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption
from registration is available, including in connection with a cashless exercise permitted as a result of a notice of redemption described
below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” No warrant will be
exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share
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 Class A ordinary share underlying such unit.


 




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We have agreed that, as soon as practicable, but in no event
later than 15 business days after the closing of our initial business combination, we will use commercially reasonable efforts to
file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable
upon exercise of the warrants. We will use 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 thereto, until the expiration of the warrants in accordance with the provisions of the warrant
agreement. If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not
listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section
18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a
 “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be
required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use 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 Class A ordinary shares equal
to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the
warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by
(y) the fair market value and (B) 0.361 Class A ordinary shares per warrant. The “fair market value” as used in this
paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading
day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption of Warrants When the Price Per Class A Ordinary Share
Equals or Exceeds $18.00


 


Once the warrants become exercisable, we may call
the outstanding warrants for redemption (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 (the “30-day redemption period”) to each warrant holder;
and



 


		·	​if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Public
Shareholders’ Warrants — Anti-Dilution Adjustments”) 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.



 


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


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall
below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “— Public Shareholders’ Warrants — Anti-Dilution
Adjustments”) 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 Class
A Ordinary Share Equals or Exceeds $10.00


 


Once
the warrants become exercisable, we may call the outstanding warrants for redemption (except as described herein with respect to the private
placement 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 Class A ordinary shares to be determined
by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as
defined below) except as otherwise described below;



 


		·	​if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 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 “— Public
Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 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; and



 


		·	​if the closing price of the Class A ordinary shares 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 as described under the heading “—Public
Shareholders’ 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 Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares
on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per
warrant), determined for these purposes based on the volume weighted average price of our Class A ordinary shares during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that
the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide
our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.


 


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


 




    	 	8	 



     


    




 








	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date
 (period to expiration of warrants)	 	 	≤$10.00	 	 	$	11.00	 	 	$	12.00	 	 	$	13.00	 	 	$	14.00	 	 	$	15.00	 	 	$	16.00	 	 	$	17.00	 	 	 	 ≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 












 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will
be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and
the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted
average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each
whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume
weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of
redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the
warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares
for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for
more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants
are out of the money and about to expire, they cannot be exercised on a cashless basis in connection
with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.


 




    	 	9	 



     


    




 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified
period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary
shares are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A ordinary shares is below
the exercise price of the warrants. 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 Class A Ordinary Share 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 Report. 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 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 ordinary shares 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 ordinary shares
are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary
shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such
Class A ordinary shares were trading at a price higher than the exercise price of $11.50.


 


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


 


Redemption Procedures


 


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


 


Anti-Dilution Adjustments


 


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


 




    	 	10	 



     


    




 


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 holders of Class A ordinary
shares on account of such Class A ordinary shares (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 Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted
to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the
exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) does not exceed $0.50 (being 5% of the
offering price of the Units in our initial public offering), (c) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (x) 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 consummate an initial business combination within 24 months from the closing of our initial public offering or (y) with respect
to any other provisions relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with
the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will
be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any
securities or other assets paid on each Class A ordinary share in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional Class A
ordinary shares 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 Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates,
without taking into account any founder shares held by our initial shareholders 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 ordinary shares during the
10-trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price,
the “Market Value”) of our Class A ordinary shares is below $9.20 per share, then 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price (See “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00” and “— Redemption
of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00”), and the $10.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (See “— Redemption
of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00”).


 




    	 	11	 



     


    




 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary
shares), or in the case of any merger or consolidation of us with or into another 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 issued and outstanding
Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. 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 shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed
initial business combination is presented to the shareholders 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 Class A ordinary shares, 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 shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Class A ordinary shares 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. Additionally, if less than 70% of the consideration receivable by the holders of Class
A ordinary shares in such a transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on
a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant
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 will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder 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 Report, or defective provision, but requires the approval by the holders of at least 50% 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 or any provision of the warrant agreement with respect to the private placement warrants,
50% of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which will be filed as an exhibit
to the registration statement of which this Report is a part, for a complete
description of the terms and conditions applicable to the warrants.


 




    	 	12	 



     


    




 


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 ordinary shares and any voting rights until they exercise their warrants and receive
Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to
one vote for each share held of record on all matters to be voted on by shareholders.


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering.
The private placement warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination and they will not be redeemable by us (except
as described above under “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00”)
so long as they are held by our sponsor, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees
will have the option to exercise the private placement warrants on a cashless basis and have certain registration rights described herein.
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 in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the
units being sold in our initial public offering.


 


Except as described above under “—
Public Shareholders’ Warrants — Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds
$10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price
by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “sponsor exercise fair
market value” (defined below) over the exercise price of the warrants by (y) the sponsor exercise fair market value. The “sponsor
exercise fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. 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 shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise
freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our 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 of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants.


 







    	 	13	 



     


    

 


Dividends


 


We have not paid any cash dividends on our
ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to
our initial business combination will be within the discretion of our board of directors at such time. If we increase the size of
our initial public offering, we will effect a share capitalization or other appropriate mechanism with respect to our Class B
ordinary shares immediately prior to the consummation of our initial public offering in such amount as to maintain the number of
founder shares at 20.0% of our issued and outstanding ordinary shares upon the consummation of our initial public offering. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.


 


Our Transfer Agent and Warrant Agent


 


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


 


Listing of Securities


 


Our publicly held Class A ordinary shares are listed on NYSE under
the symbol “HZON”.


 


Certain Differences in Corporate Law


 


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


 


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


 


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


 


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


 




    	 	14	 



     


    




 


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


 


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


 


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


 




    	 	15	 



     


    




 


		·	we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote
have been complied with;the shareholders have been fairly represented at the general meeting in question;



 


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



 


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



 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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


 


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


 










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


 


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


 


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



 


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



 


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



 


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



 


		·	​an exempted company may obtain an undertaking against the imposition of any future taxation



 


		·	​(such undertakings are usually given for 20 years in the first instance);



 


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



 


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



 


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



 


Amended and Restated Memorandum and Articles of Association


 


The Business Combination Article of our amended
and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to
our initial public offering that apply to us until the completion of our initial business combination. These provisions cannot be amended
without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been
given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Except as described below, our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law),
or by a unanimous written resolution of all of our shareholders.


 




    	 	17	 



     


    

 


Our initial
shareholders, who collectively beneficially own 20% of our ordinary shares upon the closing of our initial public offering (assuming they
do not purchase any units in our initial public offering), will participate in any vote to amend our amended and restated memorandum and
articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum
and articles of association provide, among other things, that:


 


		·	If we have not completed 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 no more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest (which interest shall be net of taxes payable and 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 shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law;



 


		·	Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote on our 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 another independent entity that commonly
renders valuation opinions that such a business combination is fair to our company from a financial point of view;



 


		·	​If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder
vote for business or other 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;



 


		·	​We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at
the time of the agreement to enter into the initial business combination;



 


		·	​Only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection
with the completion of our initial business combination, and amending the provisions of our amended and restated memorandum and articles
of association relating to the rights of holders of Class B ordinary shares to appoint directors may be amended only by a special resolution
passed by a majority of at least 90% of our shares voting in a general meeting;



 


		·	​If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) 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 consummate an initial business combination within 24 months from the closing of our initial public offering
or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, we will
provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on
the conditions described herein; and



 


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





 




    	 	18	 



     


    


 


In addition, our amended and restated memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of our initial public offering, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


In order to comply with legislation or regulations
aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where permitted,
and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition
of due diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information is required
since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, as amended and revised from
time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity
might not be required where:


 


		a)	the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial
institution;



 


		b)	the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized
jurisdiction; or



 


		c)	​the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or
incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken
on the underlying investors.



 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to
those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.


 


In the event of delay or failure on the part of
the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case
any funds received will be returned without interest to the account from which they were originally debited.


 


We also reserve the right to refuse to make any
payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder may be non-compliant
with applicable anti-money laundering or other laws or regulations, or if such refusal is considered necessary
or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 




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If any person resident in the Cayman Islands knows
or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with
terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business
in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion
to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands
if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the
Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement
with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction
upon the disclosure of information imposed by any enactment or otherwise.


 


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


 


Our amended and restated memorandum and articles
of association provide that our board of directors is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.


 


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


 


Registration and Shareholder Rights


 


Pursuant to the registration and shareholder rights
agreement to be entered into on or prior to the closing of our initial public offering, our sponsor, upon and following consummation of
an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the
sponsor holds any securities covered by the registration and shareholder rights agreement. Additionally, the holders of the (i) founder
shares, which were issued in a private placement prior to the closing of our initial public offering, (ii) private placement warrants,
which will be issued in a private placement simultaneously with the closing of our initial public offering and the Class A ordinary shares
underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital
loans will have certain registration rights described under “— Registration Rights.”


 


Securities Eligible for Future Sale


 


Immediately after our initial public offering we
had 63,793,750 Class A ordinary shares issued and outstanding. Of these shares, the Class A ordinary shares sold in our initial public
offering are freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares are
restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject
to transfer restrictions as set forth elsewhere in this Report.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares 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.


 




    	 	20	 



     


    

 


Persons
who have beneficially owned restricted shares 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 ordinary shares then outstanding, which equalled 625,000 shares immediately after our initial public offering;
or



 


		·	​the average weekly reported trading volume of the ordinary shares 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 shareholders 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 the (i) founder shares, which were
issued in a private placement prior to the closing of our initial public offering, (ii) private placement warrants, which will be issued
in a private placement simultaneously with the closing of our initial public offering and the Class A ordinary shares 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 and shareholders
rights agreement to be signed on or prior to the closing of our initial public offering. Pursuant to the registration and shareholder
rights agreement, we are obligated to register up to 23,125,000 Class A ordinary shares and 10,000,000 warrants. The number of Class A
ordinary shares includes (i) 13,125,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 9,000,000 Class
A ordinary shares underlying the private placement warrants and (iii) [1,000,000] Class A ordinary shares underlying the private placement
warrants issued upon conversion of working capital loans. The number of warrants includes 10,000,000 private placement warrants, including
1,000,000 private placement warrants issued upon conversion of working capital loans. The holders 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. We
will bear the expenses incurred in connection with the filing of any such registration statements.


 




    	 	21	 



     


    

Pursuant
to the registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination,
will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered
by the registration and shareholder rights agreement.


 






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