Exhibit 4.5

     

    DESCRIPTION OF SECURITIES

     

    Pursuant to our memorandum and articles of association we are authorized to issue 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000
      preferred shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our memorandum and articles of association. Because it is only a summary, it may not contain all the
      information that is important to you.

     

    Units

     

    Each unit consists of one Class A ordinary share and one-half of one 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 the warrant agreement. 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. No fractional warrants were issued upon separation of the units and only whole warrants are traded.

     

    The common stock and warrants constituting the units began separate trading on January 14, 2021. Additionally, the units will automatically separate into their component parts and
      will not be traded after completion of our initial business combination.

     

    Ordinary Shares

     

    As of March 29, 2021, a total of 34,500,000 ordinary shares were outstanding, including 27,600,000 of its Class A ordinary shares, $0.0001 par value per share, and 6,900,000 of its
      Class B ordinary shares, $0.0001 par value per share, outstanding.

     

    Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Prior to our initial business combination, only holders of
      our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
      combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our memorandum and articles of association may only be amended by a special resolution passed by a majority of
      at least 90% of our Class B ordinary shares voting in a general meeting. 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. Unless specified in our memorandum and articles of association, or as required by applicable
      provisions of the Companies Law (as defined in our Form 10-K) or applicable stock exchange rules, an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and
      entitled to vote therein and who vote at a general meeting, 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, being the affirmative vote of at
      least two-thirds of our ordinary shares that are voted, and pursuant to our memorandum and articles of association; such actions include amending our memorandum and articles of association and approving a statutory merger or consolidation with
      another company. Our board of directors is elected as a single class with concurrent terms of two years. 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 elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

     

    Because our memorandum and articles of association authorize the issuance of up to 200,000,000 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 elected as a single class with concurrent terms of two years. In accordance with the New York Stock Exchange (“NYSE”) corporate governance requirements, we
      are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Law for us to hold annual or extraordinary general meetings or appoint
      directors. We may not hold an annual general meeting to appoint new directors prior to the completion 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 completion of our initial business combination, including interest earned on the funds held in the trust
      account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) 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 $10.10 per public share and such amount will be increased by $0.10 for each 6 month extension of our time to consummate a business combination, as described herein. 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 a beneficial owner
      must identify itself in order to validly redeem its shares. Our initial shareholders and officers have entered into a letter agreement, and the forward purchaser has entered into the forward purchase agreement, with us, pursuant to which they have
      agreed to waive their redemption rights with respect to their founder shares, forward purchase shares and public shares in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to
      our memorandum and articles of association that would affect 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 have not completed an initial
      business combination by May 27, 2021, prior to the applicable Contractual Redemption Date (as defined in our Form 10-K) if extended at our sponsor's option or during any Extension Period (as defined in our Form 10-K). 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 law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our 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 memorandum and articles of association require these tender offer documents to contain
      substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we
      decide to obtain shareholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
      rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by
      proxy and entitled to vote therein and who vote at a general meeting. However, the participation of our sponsor, officers, directors, advisors or their respective 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. For purposes of seeking approval of the majority of our outstanding ordinary
      shares, abstentions and non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our 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 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 redeeming its shares with respect to Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares (as defined in our Form 10-K)) 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 in connection with our initial business combination, pursuant to the terms of a letter agreement entered into with us, our initial shareholders and
      officers have agreed (and their permitted transferees will agree) to vote their founder shares held by them and any public shares purchased by them in favor of our initial business combination (including any proposals recommended by our board of
      directors in connection with such initial business combination). As a result, in addition to our initial shareholders’ founder shares, we would need 10,350,001, or approximately 37.5%, of the 27,600,000 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 (assuming all issued and outstanding shares are voted, no forward purchase shares have been issued and the over-allotment
      option is not exercised). Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.

     

    Our initial shareholders and officers have agreed, if we have not completed an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if
      extended at our sponsor's option or during any Extension Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully
      available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
      released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) 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), 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 each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders and
      officers have entered into a letter agreement, and the forward purchaser has entered into the forward purchase 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 and forward purchase shares if we do not complete an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor's option or during any Extension Period.
      However, if our sponsor, the forward purchaser or members of our management team acquire public shares, they are entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our initial
      business combination within the prescribed time period. Our memorandum and articles of association provide that, if we wind up for any other reason prior to the completion of our initial business combination, we will follow the foregoing procedures
      with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

     

    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 earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of the
      then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.

     

    

    
      
        


    

    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 included in the units 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 contained in a letter agreement that our initial shareholders and
      officers have entered into with us, as described in more detail below, (ii) pursuant to such letter agreement, our initial shareholders and officers, and pursuant to the forward purchase agreement, the forward purchaser have agreed (A) to waive their
      redemption rights with respect to their founder shares, forward purchase shares and public shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to their founder shares and
      public shares in connection with a shareholder vote to approve an amendment to our memorandum and articles of association that would affect 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 have not completed an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor's option or during any Extension Period, or
      with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to its founder shares if we do not
      complete an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor's option or during any Extension Period, although it is entitled to liquidating distributions from the trust
      account with respect to any public shares it holds if we do not complete our initial business combination within such time period, (iii) the founder shares will automatically convert into Class A ordinary shares on the first business day following
      the completion of our initial business combination as described herein, and (iv) prior to the completion of our initial business combination, only our founder shares will have the right to vote on the election of our directors. If we submit our
      initial business combination to our public shareholders for a vote, pursuant to the terms of a letter agreement entered into with us, our initial shareholders and officers have agreed (and their permitted transferees will agree) to vote their founder
      shares held by them and any public shares in favor of our initial business combination (including any proposals recommended by our board of directors in connection with such initial business combination).

     

    The founder shares will automatically convert into Class A ordinary shares on the first business day following the completion 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 our ordinary shares issued and outstanding upon completion of our
      initial public offering, plus (ii) the total number of 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 completion of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), 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 or any of their respective 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, pursuant to a letter agreement, our initial shareholders and officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
      year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders
      having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.
      Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 converted Class A ordinary shares will be released from the lock-up.

     

    Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be
      entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
      These provisions of our memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our Class B ordinary shares voting in a general meeting. 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 the 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. The
      shareholders recorded in the register of members are deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on
      whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members
      does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman
      Islands court.

     

    Preferred Shares

     

    Our memorandum and articles of association authorize 1,000,000 preferred shares and provide that preferred shares may be issued from time to time in one or more series. Our board of
      directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each
      series. Our board of directors is able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have
      anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
      preferred shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.

     

    Warrants

    	(i)	
            Public Shareholders’ Warrants and Forward Purchase 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 November 27, 2021 and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the Class A
      ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such
      shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
      Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants trade. 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. 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.

     

    

    
      
        


    

    We have agreed that as soon as practicable, but in no event later than fifteen business days after the closing of our initial business combination, we will use our commercially
      reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same
      to become effective 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 or redemption 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 the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a cashless
      basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, 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 our 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 elect to do so, we will not be required to file or maintain in effect a registration statement, but we will use our best 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 each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the
      number of Class A ordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted
      average price of 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.

     

    	(ii)	
            Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

          


     

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

    	

          	•	
            in whole and not in part;

          


    	

          	•	
            at a price of $0.01 per warrant;

          


    	

          	•	
            upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

          


    	

          	•	
            if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the
              warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like).

          


     

    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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current
      prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period.

     

    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. Any such exercise would
      not be done on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as
      adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

     

    	(iii)	
            Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

          


     

    

    
      
        


    

     Once the warrants become exercisable, we may redeem the outstanding warrants:

    	

          	•	
            in whole and not in part;

          


    	

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

          


    	

          	•	
            if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for
              share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and

          


    	

          	•	
            if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be
              concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

          


     

    During the period beginning on the date the notice of redemption is given and through the scheduled redemption date, 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 based on volume-weighted average price of our Class A
      ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date
      of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

     

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

     

    The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise
      price of the warrant is adjusted as set forth under the heading “-Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices
      immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such
      an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the
      denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of raising capital in connection with the initial business combination, the adjusted
      share prices in the column headings will by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “-Anti-dilution Adjustments” and the denominator of which is
      $10.00.

     

    	 	
            ​

          	
            ​

          	
            Fair Market Value of Class A 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 as reported 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 as reported 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 in connection with this
      redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in
      connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.

     

    This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for
      cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be
      redeemed when the Class A ordinary shares are trading at or above $10.00 per 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 our initial
      public offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have
      been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is
      in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

     

    

    
      
        


    

    As stated above, we can redeem the warrants when the Class A 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 the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for
      instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company
      (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

     

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

     

    Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a 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 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 dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in
      such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these
      purposes, (i) if the rights offering is for securities convertible into or exercisable for 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 as reported 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.

     

    In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
      ordinary shares on account of such Class A ordinary shares (or other 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 does not exceed $0.50 (as adjusted to appropriately reflect any other
      adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate
      cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption
      rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our 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 complete our initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor's option or during any Extension
      Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
      combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in
      respect of such event.

     

    

    
      
        


    

    If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share 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 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 sponsor
      or its 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 completion of our initial business combination (net of redemptions), and (z) the volume-weighted
      average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the
      exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “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” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the
      higher of the Market Value and the Newly Issued Price, respectively.

     

    In case of any reclassification or reorganization of the outstanding 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 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 merger or consolidation, 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 merger or consolidation 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 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. 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 Class A 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 value (as defined in the warrant
      agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the
      warrants otherwise do not receive the full potential value of the warrants.

     

    

    
      
        


    

    The warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. 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 defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants and
      forward purchase warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit to the report on Form 10-K of which this Exhibit is a
      part, for a complete description of the terms and conditions applicable to the warrants.

     

    The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
      side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being
      exercised. The warrant holders do not have the rights or privileges of holders of 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.

     

    No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will,
      upon exercise, round down to the nearest whole number, the number of Class A ordinary shares to be issued to the warrant holder.

     

    	(iv)	
            Private Placement Warrants

          


     

    The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until
      30 days after the completion of our initial business combination (except pursuant to limited exceptions as described under “Principal Shareholders-Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other
      persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth herein). Our
      sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. 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. If the private placement warrants are held by holders other than our 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 under “Description of Securities-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 “historical fair market value” (defined below) over the exercise price of the warrants by (y) the historical fair market value. For these purposes, the
      “historical fair market value” shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant
      agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our initial shareholders and their 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 restrict 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 loan us funds as may be required, although they are under no obligation to advance funds or invest in us. Up to $2,000,000 of such loans may be convertible into warrants of the post business combination
      entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

     

    Dividends

     

    We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
      dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business
      combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. 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 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 Law. The Companies Law 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 Law 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 Law allows for mergers or consolidations between two Cayman Islands
      companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

     

    

    
      
        


    

    Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
      prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 662/3% 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 Law (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 Law 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 complete 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 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 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 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 Law. The Companies Law
      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).

     

    Memorandum and Articles of Association

     

    Our memorandum and articles of association contain 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 under Cayman Islands law. 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 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, collectively beneficially own 20% of our ordinary shares upon the closing of our initial public offering, will
      participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our memorandum and articles of association provide, among other things, that:

     

    

    
      
        


    

    	

          	•	
            If we have not completed an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor’s option or during any Extension Period, our initial
              shareholders and officers have agreed 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 taxes, if any (less up to $100,000 of
              interest to pay dissolution expenses and net of taxes payable), 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
              the case of clauses (ii) and (iii) 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 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;

          


    

    

    	

          	•	
            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 from an independent accounting firm that such a business
              combination is fair to our company from a financial point of view;

          


    

    

    	

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

          


    

    

    	

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

          


    

    

    	

          	•	
            Our sponsor may extend the period of time to consummate a business combination up to three times, each by an additional 6 months (for a total of up to 24 months to complete a business combination), subject to
              the sponsor purchasing an additional 2,760,000 private placement warrants at $1.00 per warrant and deposit the $2,760,000 in proceeds into the trust account on or prior to the date of the applicable deadline, for each 6 month extension. Our
              shareholders will not be entitled to vote or redeem their shares in connection with any such extension.

          


    

    

    	

          	•	
            If our shareholders approve an amendment to our memorandum and articles of association that would affect the substance or timing of our obligation to allow redemption in connection with our initial business
              combination or to redeem 100% of our public shares if we do not complete an initial business combination by May 27, 2021, prior to the applicable Contractual Redemption Date if extended at our sponsor’s option or during any Extension Period,
              we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
              including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) 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 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 Law permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution which requires the
      approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way of unanimous written 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 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 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 shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

     

    Data Protection-Cayman Islands

     

    We have certain duties under the Data Protection Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.

     

    Privacy Notice

     

    This privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data
      within the meaning of the DPL (“personal data”).

     

    In the following discussion, the “Company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.

     

    Investor Data

     

    We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal
      course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We
      will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal
      data and against the accidental loss, destruction or damage to the personal data.

     

    In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal
      data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.

     

    We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
      connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records,
      passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.

     

    

    
      
        


    

    Who this Affects

     

    If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited
      partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to
      such individuals or otherwise advise them of its content.

     

    How the Company May Use a Shareholder’s Personal Data

     

    The Company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:

    	

          	•	
            where this is necessary for the performance of our rights and obligations under any purchase agreements;

          


    	

          	•	
            where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or

          


    	

          	•	
            where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.

          


     

    Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.

     

    Why We May Transfer Your Personal Data

     

    In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the
      Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.

     

    We anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States,
      the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.

     

    The Data Protection Measures We Take

     

    Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.

     

    We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or
      unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.

     

    We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the
      relevant personal data relates.

     

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

     

    Our authorized but unissued Class A ordinary shares and preferred shares will be 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 preferred shares could render more difficult or
      discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

     

    Securities Eligible for Future Sale

     

    As of the date hereof we have 34,500,000 ordinary shares issued and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares sold in our initial public
      offering (27,600,000 Class A ordinary shares) 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 (6,900,000 founder shares) and all of the outstanding private placement warrants (10,280,000 private placement warrants) are restricted securities under Rule 144, in that they were issued in
      private transactions not involving a public offering. Upon the closing and sale of the additional private placement warrants, pursuant to the Sponsor's option to purchase up to 8,280,000 additional private placement warrants in order to extend the
      period of time for us to consummate a business combination, such private placement warrants will also be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

     

    

    
      
        


    

    Upon the closing of the sale of the forward purchase securities, all of the 5,000,000 forward purchase shares, 2,500,000 forward purchase warrants and Class A ordinary shares
      underlying the forward purchase warrants, as well as any additional optional forward purchase shares or forward purchase warrants, will be restricted securities under Rule 144.

     

    	(i)	
            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 twelve months (or such shorter period as we were required to file reports) preceding the sale.

     

    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 will equal 345,000 shares as of the date hereof; or

          


    	

          	•	
            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 twelve 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 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 founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon
      the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed on November 23, 2020. 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.

     

    

    
      
        


    

    Except as described herein, pursuant to a letter agreement, our initial shareholders and officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
      year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our shareholders
      having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.
      Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 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 converted Class A ordinary shares will be released from the lock-up.

     

    Pursuant to the forward purchase agreement, we have agreed that we will use our commercially reasonable best efforts (i) to file within fifteen days after the closing of the initial
      business combination a registration statement with the SEC for a secondary offering of the forward purchase securities and Class A ordinary shares underlying the forward purchase warrants and founder shares (ii) to cause such registration statement
      to be declared effective promptly thereafter, but in no event later than 60 days after the closing of the initial business combination or within 30 days following announcement of the results of the shareholder vote relating to our initial business
      combination or the results of our offer to shareholders to redeem their Class A ordinary shares in connection with our initial business combination (whichever is later), as the case may be and (iii) to maintain the effectiveness of such registration
      statement until the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities
      Act, subject to certain conditions and limitations set forth in the forward purchase agreement. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase securities to include
      their securities in other registration statements filed by us.

     

    Listing of Securities

     

    We have listed our units, Class A ordinary shares and warrants on the NYSE under the symbols “TINV U”, “TINV” and “TINV WS,” respectively. The common stock and warrants constituting
      the units began separate trading on January 14, 2021. The units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.