EX-4.5





 Exhibit 4.5 

DESCRIPTION OF REGISTRANT’S SECURITIES 

The following description of the securities of Golden Falcon Acquisition Corp. is a summary and does not purport to be complete. This summary
is subject to and qualified in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws, each of which is filed as an exhibit to the Annual Report on Form
10-K (the “Report”) of which this Exhibit 4.5 is a part. We encourage you to read our certificate of incorporation, our bylaws, and the applicable provisions of the General Corporation law of the
State of Delaware (the “DGCL”) for additional information. 
 Certain Terms 

In this document, unless the context otherwise requires, references to: 

 

	•	 “certificate of incorporation” are to our amended and restated certificate of incorporation in
effect as of the date hereof; 


  

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


  

	•	 “company,” “our,” “we” or “us” are to Golden Falcon Acquisition
Corp.; 


  

	•	 “equity-linked securities” are to any securities of our company that are convertible into or
exchangeable or exercisable for common stock of our company; 


  

	•	 “founder shares” are to shares of our Class B common stock outstanding as of
our initial public offering and the shares of our Class A common stock that may be issued upon the conversion thereof as described herein; 



 

	•	 “initial stockholders” are to our sponsor and the other holders of our founder shares prior to our
initial public offering; 


  

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



  

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


  

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


  

	•	 “public stockholders” are to the holders of our public shares; 



 

	•	 “public warrants” are to (1) our redeemable warrants sold as part of the units
in our initial public offering and (2) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted transferees
following the consummation of our initial business combination; 


  

	•	 “Representatives” are to UBS Securities LLC and Moelis & Company LLC, as
representatives of the several underwriters of our initial public offering; 


  

	•	 “specified future issuance” are to an issuance of a class of equity or equity-linked securities to
certain purchasers, which may include affiliates of our management team, that we may determine to make in connection with financing our initial business combination; 



 

	•	 “sponsor” are to Golden Falcon Sponsor Group, LLC, a Delaware limited liability company; and



  

	•	 “warrants” are to our public warrants and private placement warrants, as well as any warrants
issued upon conversion of working capital loans upon consummation of our initial business combination, collectively. 


 General

 Pursuant to our certificate of incorporation, we are authorized to issue 221,000,000 shares, each with a par value of $0.0001,
consisting of (a) 220,000,000 shares of common stock, including (i) 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. As of March 25,
2021, there were 34,500,000 shares of Class A common stock outstanding, 8,625,000 shares of Class B common stock outstanding, and no shares of preferred stock outstanding. 

  
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 Units 

Each unit consists of one share of Class A common stock and one-half of one
redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its
warrants only for a whole number of shares of our Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants are issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchased at least two units, you will not be able to receive or trade a whole warrant. 
 The
Class A common stock and warrants began separate trading on February 8, 2021. Holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 

Common Stock 
 As of December 31,
2020, there were 34,500,000 shares of Class A common stock and 8,625,000 shares of Class B common stock issued and outstanding. All shares of Class B common stock issued and outstanding are held by our initial stockholders. The shares
of Class B common stock will automatically convert into shares of Class A common stock at the time of a business combination on a one-for-one basis,
subject to adjustment, as detailed below. 
 Class A Shares 

Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A
common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our certificate of incorporation or bylaws, or as
required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of
directors is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor. 
 Because our certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A
common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time
as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination. 

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the
consummation of our initial business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting commissions we will pay to the Representatives. The redemption rights may include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our initial
stockholders, officers and directors have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of
our 

  
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initial business combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other
reasons, we will, pursuant to our certificate of incorporation, 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 certificate
of incorporation requires these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however,
stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of
common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power
of all outstanding shares of capital stock of the company entitled to vote at such meeting. 
 If we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act)), will be restricted from
redeeming any Excess Shares, without our consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open
market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss. 
 If we
seek stockholder approval in connection with our initial business combination, our initial stockholders, officers and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination.
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or do not vote at all (subject to the limitation described in the preceding paragraph). 

Pursuant to our certificate of incorporation, if we have not completed our initial business combination within such time period 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 not 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 (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the
case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by December 22, 2022 or during any extension period. However, if our initial stockholders acquire public shares after our
initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination by December 22, 2022. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other
subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein. 

  
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 Class B Shares 

Except as described herein, the shares of Class B common stock (“founder shares”) are identical to the shares of Class A
common stock, and holders of the founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial
stockholders, officers and directors have entered into agreements with us, pursuant to which they have agreed to waive (A) their redemption rights with respect to any founder shares and any public shares held by them in connection with the
completion of our initial business combination, (B) their redemption rights with respect to any founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our certificate of incorporation
(x) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our certificate of incorporation or to redeem 100% of our public shares if we do not
complete our initial business combination by December 22, 2022 or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity and (C) their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination by December 22, 2022 or during any extension period,
although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (iii) the founder shares are shares
of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein and (iv) the holders are entitled to registration rights. If we submit our
initial business combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and any public shares held by them in favor of our initial
business combination. Permitted transferees of the founder shares and private placement warrants and their component securities will be subject to the same restrictions described herein applicable to the holders of such securities. 

The founder shares will automatically convert into shares of Class A common stock at the time of our initial business combination, or
earlier at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as described herein). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in our initial
public offering and related to the closing of our initial business combination (including pursuant to a specified future issuance), the ratio at which founder shares shall convert into shares of Class A common stock will be adjusted (unless the
holders of a majority of the then-outstanding founder shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future issuance) so that the number of shares of Class A
common stock issuable upon conversion of all shares of the founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock
outstanding upon the completion of our initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (excluding any shares or
equity-linked securities issued or issuable to any seller in the initial business combination). We cannot determine at this time whether a majority of the holders of our founder shares at the time of any future issuance would agree to waive
such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with
Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the founder shares. If such adjustment is not waived, the
issuance would not reduce the percentage ownership of holders of our founder shares, but would reduce the percentage ownership of our public stockholders. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of
both classes of our common stock. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.


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

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

Public Stockholders’ Warrants 
 Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of December 17, 2021 and
30 days after the completion of our initial business combination, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This
means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you
will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 

We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject
to our satisfying our obligations described below with respect to registration, or a valid exemption is available. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant
unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required
to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of
Class A common stock underlying such unit. 
 We have agreed that as soon as practicable, but in no event later than 15 business days
after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination to have declared effective, a registration statement under the Securities
Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants. We will use our reasonable best efforts to maintain the effectiveness of such registration statement and a current prospectus relating to
those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the issuance of the shares of our Class A common stock 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, 

  
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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 common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available. 
 Redemption of Warrants when the price per share of Class A
common stock equals or exceeds $18.00. 
 Once the warrants become exercisable, we may 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
(the “30-day redemption period”) to each warrant holder; and 


  

	 	•	 if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become
exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. 



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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. 

We have established the $18.00 per share (subject to adjustment) redemption criteria discussed above to prevent a redemption call unless there
is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the
scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50
(for whole shares) warrant exercise price after the redemption notice is issued. 
 If we call the warrants for redemption for cash as
described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable
upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by
(y) the fair market value. The “fair market value” for this purpose shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be
received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant
redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage
of this option, the sponsor its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to
use had all warrant holders been required to exercise their warrants on a cashless basis. 

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

 Commencing ninety days after 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 prior to redemption and receive that number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value”
of our Class A common stock (as defined below) except as otherwise described below; 


  

	 	•	 if, and only if, the private placement warrants are also concurrently called for redemption on the same terms
as the outstanding public warrants, as described above; and 


  

	 	•	 if, and only if, there is an effective registration statement covering the issuance of the shares of
Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination)
issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. 



The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon exercise in
connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such
warrants are not redeemed for $0.10 per warrant), determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to 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. Pursuant to the warrant agreement, references above to Class A common stock shall
include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the tables below
will not be adjusted solely as a result of us not being the surviving entity following our initial business combination. 
 The stock 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 is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution
Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a
warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same
time as the number of shares issuable upon exercise of a warrant. 
  

																																					
	 Redemption Date (period to

expiration of warrants)
	  	Fair Market Value of Class A Common Stock	 
	  	£$10.00	 	  	$11.00	 	  	$12.00	 	  	$13.00	 	  	$14.00	 	  	$15.00	 	  	$16.00	 	  	$17.00	 	  	3$18.00	 
	 57 months
	  	 	0.233	 	  	 	0.255	 	  	 	0.275	 	  	 	0.293	 	  	 	0.309	 	  	 	0.324	 	  	 	0.338	 	  	 	0.350	 	  	 	0.361	 
	 54 months
	  	 	0.229	 	  	 	0.251	 	  	 	0.272	 	  	 	0.291	 	  	 	0.307	 	  	 	0.323	 	  	 	0.337	 	  	 	0.350	 	  	 	0.361	 
	 51 months
	  	 	0.225	 	  	 	0.248	 	  	 	0.269	 	  	 	0.288	 	  	 	0.305	 	  	 	0.321	 	  	 	0.336	 	  	 	0.349	 	  	 	0.361	 
	 48 months
	  	 	0.220	 	  	 	0.243	 	  	 	0.265	 	  	 	0.285	 	  	 	0.303	 	  	 	0.320	 	  	 	0.335	 	  	 	0.349	 	  	 	0.361	 
	 45 months
	  	 	0.214	 	  	 	0.239	 	  	 	0.261	 	  	 	0.282	 	  	 	0.301	 	  	 	0.318	 	  	 	0.334	 	  	 	0.348	 	  	 	0.361	 
	 42 months
	  	 	0.208	 	  	 	0.234	 	  	 	0.257	 	  	 	0.278	 	  	 	0.298	 	  	 	0.316	 	  	 	0.333	 	  	 	0.348	 	  	 	0.361	 
	 39 months
	  	 	0.202	 	  	 	0.228	 	  	 	0.252	 	  	 	0.275	 	  	 	0.295	 	  	 	0.314	 	  	 	0.331	 	  	 	0.347	 	  	 	0.361	 
	 36 months
	  	 	0.195	 	  	 	0.222	 	  	 	0.247	 	  	 	0.271	 	  	 	0.292	 	  	 	0.312	 	  	 	0.330	 	  	 	0.346	 	  	 	0.361	 


  
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	 33 months
	  	 	0.187	 	  	 	0.215	 	  	 	0.241	 	  	 	0.266	 	  	 	0.288	 	  	 	0.309	 	  	 	0.328	 	  	 	0.345	 	  	 	0.361	 
	 30 months
	  	 	0.179	 	  	 	0.208	 	  	 	0.235	 	  	 	0.261	 	  	 	0.284	 	  	 	0.306	 	  	 	0.326	 	  	 	0.345	 	  	 	0.361	 
	 27 months
	  	 	0.170	 	  	 	0.199	 	  	 	0.228	 	  	 	0.255	 	  	 	0.280	 	  	 	0.303	 	  	 	0.324	 	  	 	0.343	 	  	 	0.361	 
	 24 months
	  	 	0.159	 	  	 	0.190	 	  	 	0.220	 	  	 	0.248	 	  	 	0.274	 	  	 	0.299	 	  	 	0.322	 	  	 	0.342	 	  	 	0.361	 
	 21 months
	  	 	0.148	 	  	 	0.179	 	  	 	0.210	 	  	 	0.240	 	  	 	0.268	 	  	 	0.295	 	  	 	0.319	 	  	 	0.341	 	  	 	0.361	 
	 18 months
	  	 	0.135	 	  	 	0.167	 	  	 	0.200	 	  	 	0.231	 	  	 	0.261	 	  	 	0.289	 	  	 	0.315	 	  	 	0.339	 	  	 	0.361	 
	 15 months
	  	 	0.120	 	  	 	0.153	 	  	 	0.187	 	  	 	0.220	 	  	 	0.253	 	  	 	0.283	 	  	 	0.311	 	  	 	0.337	 	  	 	0.361	 
	 12 months
	  	 	0.103	 	  	 	0.137	 	  	 	0.172	 	  	 	0.207	 	  	 	0.242	 	  	 	0.275	 	  	 	0.306	 	  	 	0.335	 	  	 	0.361	 
	 9 months
	  	 	0.083	 	  	 	0.117	 	  	 	0.153	 	  	 	0.191	 	  	 	0.229	 	  	 	0.266	 	  	 	0.300	 	  	 	0.332	 	  	 	0.361	 
	 6 months
	  	 	0.059	 	  	 	0.092	 	  	 	0.130	 	  	 	0.171	 	  	 	0.213	 	  	 	0.254	 	  	 	0.292	 	  	 	0.328	 	  	 	0.361	 
	 3 months
	  	 	0.030	 	  	 	0.060	 	  	 	0.100	 	  	 	0.145	 	  	 	0.193	 	  	 	0.240	 	  	 	0.284	 	  	 	0.324	 	  	 	0.361	 
	 0 months
	  	 	0.000	 	  	 	0.000	 	  	 	0.042	 	  	 	0.115	 	  	 	0.179	 	  	 	0.233	 	  	 	0.281	 	  	 	0.324	 	  	 	0.361	 

 This redemption feature differs from the typical warrant redemption features used in other blank check
offerings, which typically only provide for a redemption of warrants only when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the
outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have
established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “Redemption of warrants when the price per share of
Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares representing the applicable redemption price
for their warrants based on an option pricing model with a fixed volatility input as of December 17, 2020. 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 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. 

Exercise Limitations
 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 4.8% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving
effect to such exercise. 
 Anti-Dilution Adjustments 

If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common
stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number
of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market
value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the ten
(10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 


  
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 In addition, if we, at any time while the warrants are outstanding and unexpired, pay a
dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we have not completed our initial business combination by December 22, 2022 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such
event. 
 If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A
common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock. 

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

In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and
that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or
substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such
event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as
defined in the warrant agreement) of the warrant. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant
agreement, which is filed as an exhibit this Report, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to
cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public
warrants. 
 In addition, if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, 

  
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and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the Market Value
is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the exercise price of each warrant will be adjusted (to the nearest cent) such that the
effective exercise price per full share will 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 price described
under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may
make it more difficult for us to consummate an initial business combination with a target business. 
 The warrant holders do not have the
rights or privileges of holders of Class A common stock or any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the
warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders. 

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

Placement Warrants 
 Except in very
limited circumstances, the private placement warrants (including the warrants that may be issued upon conversion of working capital loans and the Class A common stock issuable upon exercise of such warrants) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, have the
option to exercise the private placement warrants on a cashless basis and our sponsor or its permitted transferees will also have certain registration rights related to the private placement warrants (including the shares of Class A common
stock issuable upon exercise of the private placement warrants), as described below. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in our initial public
offering, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than 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 sold in our initial public offering. Each of the warrants that may be issued upon conversion of working capital loans shall be identical to
the private placement warrants. 
 If holders of the private placement warrants elect to exercise them on a cashless basis other than in
connection with the above $10.00 redemption, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Class A common stock underlying the warrants, multiplied by the excess of the “private warrant fair market value” (defined below) over the exercise price of the warrants by (y) the private warrant fair market value. The
“private warrant fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent
to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be
affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from
selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the
insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate. 

In order to fund working capital deficiencies finance transaction costs in connection with an intended initial business combination, our
initial stockholders, officers and directors may, but are not obligated to, loan us funds on a non-interest basis as may be required. Up to $1,500,000 of such loans may be convertible into
warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. 

  
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 Dividends 

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further,
if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 

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

Our certificate of incorporation contains certain requirements and restrictions 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 the approval of the holders of at least 65% of our outstanding common stock. Our initial stockholders, who collectively beneficially own 20.0% of
our common stock, may participate in any vote to amend our certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our certificate of incorporation provides, among other things, that: 

If we have not completed our initial business combination by December 22, 2022, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law; 
  

	 	•	 We may not issue additional securities that would entitle the holders thereof, prior to our initial business
combination, to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our certificate of incorporation;



  

	 	•	 In the event we seek to complete our initial business combination with a business that is affiliated with our
initial stockholders, officers or directors, or any of their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation
opinions that our initial business combination is fair to us from a financial point of view; 


  

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



  
 11 














	 	•	 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 deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business
combination; 


  

	 	•	 If our stockholders approve an amendment to our certificate of incorporation (i) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or any amendments to our certificate of incorporation specified in this paragraph or to redeem 100% of our public shares if we do not complete our
initial business combination by December 22, 2022 or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, we
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares; and



  

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


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

Certain Anti-Takeover Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws 

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

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


  

	 	•	 an affiliate of an interested stockholder; or 



 

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


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

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


  

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



 

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


 Our certificate of incorporation provides that our board of directors is classified into three classes of
directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. 

  
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 Authorized but Unissued Shares 

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

Exclusive Forum for Certain Lawsuits 
 Our
certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our certificate of
incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim
(A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter
jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the
stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the
types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our
stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. 

Notwithstanding the foregoing, our certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to
enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. 
 Special Meeting of Stockholders 

Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman. 
 Advance Notice Requirements for Stockholder Proposals and Director Nominations 

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

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

  
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 Classified Board of Directors 

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

Class B Common Stock Consent Right 

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

Securities Eligible for Future Sale 
 As
of the date of this Report, there were 43,125,000 shares of common stock outstanding. Of these shares, the 34,500,000 shares sold in the initial public offering are freely tradable without restriction or further registration under the Securities
Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining shares and all private placement warrants are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering, and the shares of Class B common stock and private placement warrants are subject to transfer restrictions. These restricted securities will be subject to registration rights as more
fully described below. 
 Registration Rights 

We entered into a registration rights agreement with the holders of the founder shares and private placement warrants. The holders have
registration rights to require us to register the sale of any of our securities held by them pursuant to a registration rights agreement. The holders of the majority of these securities will be entitled to make up to three demands, excluding short
form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include their securities in other registration statements filed
subsequent to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and
(ii) in the case of the private placement warrants and the respective shares of our Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in
connection with the filing of any such registration statements. 
 Except as described herein, our sponsor and our directors and officers
agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the
last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock


  
 14 













 
exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any
permitted transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions as the lock-up. 

Listing of Securities 
 Our units, shares
of our Class A common stock and warrants are listed on the NYSE under the symbols “GFX.U,” “GFX” and “GFX WS,” respectively. 

  
 15