Exhibit 4.2


 


HEALTHCOR CATALIO ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following summary of the material terms of
the securities of HealthCor Catalio Acquisition Corp. 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 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 articles of association in their entirety for a complete description of the
rights and preferences of our securities.


 


CERTAIN TERMS


 


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


 


		·	“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of
association that the company adopted on January 26, 2021;



 


		·	“Catalio” are to Catalio Capital Management, LP, a limited partnership organized under the laws of the State of Delaware;



 


		·	“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands, as the same may be amended from time to
time;



 


		·	“company,” “we,” “us,” “our,” or “our company” are to HealthCor Catalio
Acquisition Corp., a Cayman Islands exempted company;



 


		·	“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 issued to our sponsor in a private placement prior to our
initial public offering and the 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 (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);



 


		·	“HealthCor” are to HealthCor Management, L.P., a limited partnership organized under the laws of the State of Delaware;



 


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



 


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



 


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



 


		·	“private placement shares” are to the Class A ordinary shares issued to our sponsor in a private placement simultaneously
with the closing of our initial public offering;



 


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



 


		·	“public shares” are to our Class A ordinary shares to be sold in our initial public offering (whether they are purchased
in our initial public noffering or thereafter in the open market); and



 


		·	“sponsor” are to HC Sponsor LLC, a Cayman Islands limited liability company, affiliated with HealthCor and Catalio.



 






    


     


    

 


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, we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary
shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following description summarizes certain 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.


 


Ordinary Shares


 


As of the date of this Report, there were 26,489,000
of our ordinary shares will be outstanding consisting of:


 


		·	21,314,000 Class A ordinary shares; and



 


		·	5,175,000 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. Except as described below, 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. 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 requires a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, 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 will generally serve for terms of three years with only one class of directors being elected 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. Our shareholders are entitled to receive ratable dividends when, as
and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders
of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may
only be amended by a special resolution passed by holders representing at least two-thirds of our outstanding Class B ordinary shares.




 


Because our amended and restated memorandum and
articles of association authorizes the issuance of up to 500,000,000 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 elected in each year and each class (except for those directors appointed prior to our first annual
general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an
annual meeting until one year after our first fiscal year end following our listing on Nasdaq. As an exempted company, there is no requirement
under the Companies Act for us to hold annual or general meetings to appoint directors. We may not hold an annual general meeting to appoint
new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination,
any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior
to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of
directors for any reason.


 


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 earned on the funds held in the trust account and not previously released to us
to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations 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 underwriter. The redemption
rights may include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and our
management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect
to their founder shares, the private placement shares and any public shares purchased during or after our initial public offering in connection
with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our
initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary
shares or pre-initial business combination activity. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by applicable law
or stock exchange rule 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 requires these tender offer documents to contain substantially the same financial and other information about the initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of
the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other
reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only
if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a general meeting are voted
in favor of the business combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates in
privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our
public shareholders vote, or indicate their intention to vote, against such initial business combination unless restricted by applicable
Nasdaq rules. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, 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.


 


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 provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to 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. And, as a result, such shareholders will continue to hold that number of shares
exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.


 






    


     


    

 


If we seek shareholder approval, we will complete
our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon,
voted at a general meeting are voted in favor of the business combination. In such case, our sponsor and each member of our management
team have agreed to vote their founder shares and public shares purchased during or after our initial public offering in favor of our
initial business combination. As a result, in addition to our initial shareholders’ founder shares and the private placement shares,
we would need 7,455,501, or approximately 36.0% (assuming all issued and outstanding shares are voted), or 833,251 or 4.0% (assuming only
the minimum number of shares representing a quorum are voted), of the 20,700,000 public shares sold in our initial public offering to
be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally, each public
shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote
at all.


 


Pursuant to our amended and restated memorandum
and articles of association, if we do not consummate an 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 earned on the funds held in the trust account and not previously released
to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-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 each case of clause (ii) and
(iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our
sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within 24 months from the closing of our initial public offering).


 


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 provides 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 earned on the funds held in the trust account and
not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


 


Private Placement Shares


 


The private placement shares may not be redeemed.
The private placement shares will not be transferable or salable until 30 days after the completion of our initial business combination
(except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsor). Holders
of our private placement shares are entitled to certain registration rights. If we do not consummate an initial business combination within
24 months from the closing of our initial public offering, the proceeds from the sale of the private placement shares held in the trust
account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement
shares will be worthless. Further, if we seek shareholder approval, we will complete our initial business combination only if a majority
of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor
of the business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares,
private placement shares and any public shares purchased during or after our initial public offering in favor of our initial business
combination. Otherwise, the private placement shares are identical to the Class A ordinary shares sold in our initial public offering.


 






    


     


    

 


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 shares of the post-business combination company at a price of $10.00 per share at the option of the lender. Such shares would be
identical to the private placement shares.


 


Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares sold in our initial public offering,
and holders of founder shares have the same shareholder rights as public shareholders, except that:


 


		·	only holders of the founder shares have the right to vote on the appointment of directors prior to the completion of our initial business
combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason;



 


		·	the founder shares are subject to certain transfer restrictions, as described in more detail below;



 


		·	our sponsor and our management team entered into an agreement with us, pursuant to which they have agreed to (i) waive their
redemption rights with respect to any founder shares, the private placement shares and public shares they hold, (ii) to waive their
redemption rights with respect to any founder shares, private placement shares and any public shares purchased during or after our initial
public offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity
and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if
we fail to consummate an initial business combination within 24 months from the closing of our initial public offering (although
they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete
our initial business combination within 24 months from the closing of our initial public offering);



 


		·	the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination;
and



 


		·	the founder shares are entitled to registration rights.



 


If we submit our initial business combination to
our public shareholders for a vote, our sponsor and our management team have agreed to vote their founder shares and any public shares
purchased during or after our initial public offering in favor of our initial business combination. If we seek shareholder approval, we
will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled
to vote thereon, voted at a general meeting are voted in favor of the business combination. In such case, our sponsor and each member
of our management team have agreed to vote their founder shares and any public shares purchased during or after our initial public offering
in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares and the private
placement shares, we would need 7,455,501, or approximately 36.0% (assuming all issued and outstanding shares are voted), or 833,251 or
4.0% (assuming only the minimum number of shares representing a quorum are voted), of the 20,700,000 public shares sold in our initial
public offering to be voted in favor of an initial business combination in order to have our initial business combination approved;


 






    


     


    

 


The founder shares will automatically convert into
Class A ordinary shares on the day of the closing of our initial business combination at a ratio such that 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 sum
of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon completion of our
initial public offering, plus (ii) 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, deemed issued, or to be issued, to any seller in the initial business combination
and any private placement shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of working
capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one
to one.


 


Except as described herein, our sponsor and our
management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after
the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar
transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or
other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and management
team with respect to any founder shares, private placement shares and Class A ordinary shares issued upon conversion or exercise
thereof. We refer to such transfer restrictions throughout this Report as the lock-up. Notwithstanding the foregoing, if the closing price
of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, the founder shares will be released from the lock-up.


 


Prior to the completion of our initial business
combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares
will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions
of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing
at least two-thirds of our outstanding Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders,
including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders
of our public shares will vote together as a single class, with each share entitling the holder to one vote.


 


Register of Members


 


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


 


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



 


		·	whether voting rights are attached to the share in issue;



 


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



 


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



 






    


     


    

 


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


 


Preference Shares


 


Our amended and restated memorandum and articles
of association authorizes 5,000,000 preference shares and provides 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 will be 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 issued and 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 were issued or registered in our initial public offering.


 


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, and we will only pay such dividend out of our profits or share premium
(subject to solvency requirements) as permitted under Cayman Islands law. If we incur any indebtedness in connection with a business combination,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent


 


The transfer agent for our ordinary shares is Continental
Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer
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 claims and losses due to any gross negligence or intentional
misconduct of the indemnified person or entity.


 


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)
so as to form a single surviving company.


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve and enter into a written plan of merger or consolidation containing
certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of two-thirds 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; and (iv) that no scheme, order, compromise or other similar arrangement
has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 


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


 


Where the above procedures are adopted, the Companies
Act provides certain limited appraisal rights for 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 a meeting, or meeting summoned for that
purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved,
the court can be expected to approve the arrangement if it satisfies itself that:


 


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



 


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



 


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



 


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



 


If a scheme of arrangement or takeover offer (as
described below) is approved, 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 tender offer is made and accepted by holders of 90% of the shares to whom the offer relates 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.   Maples
and Calder, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court.
Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such
actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example)
our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English
authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the
foregoing principle apply in circumstances in which:


 


		·	a company is acting, or proposing to act, illegally or ultra vires (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.


 


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


 


Special Considerations for Exempted Companies.   We
are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies
and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands
may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary
company except for the exemptions and privileges listed below:


 


		·	an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;



 


		·	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 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.



 


“Limited liability” means that the
liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil).


 


Amended and Restated Memorandum and Articles of Association


 


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 will
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) the
affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders entitled to vote and so voting 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. Our amended and restated memorandum and articles of association provide that special
resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting of the company
(i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our initial shareholders and their permitted transferees,
if any, 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 do not consummate an 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 earned on the funds held in the trust account and not previously released to us to pay our income
taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-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 each case to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law;



 


		·	prior to or in connection with 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 as a class with our public shares (a) on our initial business
combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination
or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we
have to consummate a business combination beyond 24 months from the closing of our initial public offering or (y) amend the
foregoing provisions;



 






    


     


    

 


		·	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 executive 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 which is a member of FINRA or an independent valuation or
accounting firm that such a business combination or transaction is fair to our company from a financial point of view;



 


		·	if a shareholder vote on our initial business combination is not required by applicable law or stock exchange rule 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;



 


		·	our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of
at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes
payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination;



 


		·	if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, we provides our public shareholders
with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the
limitations described herein; and



 


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



 


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


 


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


 


If any person in the Cayman Islands knows or suspects,
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and 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 Act
(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 Act (2018 Revision) of the Cayman
Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall 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 provides that our board of directors will be classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued 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.


 


Securities Eligible for Future Sale


 


Immediately after our initial public offering,
we had 26,489,000 Class A ordinary shares issued and outstanding on an as-converted basis. 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 and all of the outstanding private placement shares are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 


Persons who have beneficially owned restricted
shares 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 equal approximately 264,890 shares; and



 


		·	the average weekly reported trading volume of the Class A 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 Form 8-K reports;
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 our sponsor will be able to sell its private placement shares, pursuant to Rule 144 without registration
one year after we have completed our initial business combination.


 


Registration and Shareholder Rights


 


The holders of the founder shares, private placement
shares, including the private placement shares that may be issued upon conversion of working capital loans, and any Class A ordinary
shares issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration and shareholder
rights agreement to be signed prior to or on the effective date of our initial public offering. 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. However,
the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as
described in the following paragraph, and (ii) in the case of the private placement shares, 30 days after the completion of
our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Except as described herein, our sponsor and our
management team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year
after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the
closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property, and (ii) any of their private placement shares until 30 days after the completion of our initial
business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and management
team with respect to any founder shares and private placement shares. We refer to such transfer restrictions throughout this Report as
the lock-up.


 


In addition, pursuant to an agreement to be entered
into 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.