Exhibit 4.2


 


JAWS SPITFIRE ACQUISITION CORPORATION


 


DESCRIPTION OF SECURITIES


 


The following summary of the material
terms of the securities of Jaws Spitfire Acquisition Corporation is not intended to be a complete summary of the rights and preferences
of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated
by reference as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”),
and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association in their entirety
for a complete description of the rights and preferences our securities.


 


Unless otherwise stated in
this Exhibit 4.2 (this “Exhibit”), or the context otherwise requires, references to:


 


	·	“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of
association that the company will adopt prior to the consummation of our initial public offering;



 


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



 


	·	“Founders” are to Barry S. Sternlicht and Matthew Walters;



 


	·	“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our
initial public offering and the Class A ordinary shares issued upon the automatic conversion of the Class B ordinary shares at the time
of our initial business combination (for the avoidance of doubt, such Class A ordinary shares are not “public shares”);



 


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



 


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



 


	·	“private placement warrants” are to the warrants to be issued to our sponsor in a private placement simultaneously with
the closing of our initial public offering and upon conversion of working capital loans, if any;



 


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



 


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



 


	·	“sponsor” are to Spitfire Sponsor LLC, a Delaware limited liability company; and



 


	·	“we,” “us,” “our,” “company” or “our company” are to Jaws Spitfire Acquisition
Corporation, a Cayman Islands exempted company.



 






     


     


    

 


We are a Cayman Islands
exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act
and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, which were
adopted prior to the consummation of our initial public offering, we will be authorized to issue 200,000,000 Class A ordinary
shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following
description summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and
articles of association. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit has an offering price of $10.00 and consists
of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in our initial public offering. 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.


 


The Class A ordinary shares and warrants comprising
the units are expected to begin separate trading on the 52nd day following the date of our initial public offering (or, if such date
is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC informs us of its decision to allow earlier
separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing
when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the
option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers
contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units,
you will not be able to receive or trade a whole warrant.


 


Additionally, the units will automatically
separate into their component parts and will not be traded after completion of our initial business combination.


 


Ordinary Shares


 


Prior to the closing of our
initial public offering, there were 8,625,000 Class B ordinary shares issued and outstanding, all of which were held of record
by our initial shareholders, so that our initial shareholders would own 20% of our issued and outstanding shares after our initial
public offering. Upon the closing of our initial public offering, 43,125,000 of our ordinary shares are outstanding including:


 


	·	34,500,000 Class A ordinary shares underlying the units issued as part of our initial public offering; and



 


	·	8,625,000 Class B ordinary shares held by our initial shareholders.



 






    2


     


    

 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except
as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are
voted is required to approve any such matter voted on by our shareholders. Approval of certain actions 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
amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles
of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes,
each of which will generally serve for 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 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. Prior to our initial business combination, only holders
of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to
vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may
only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting
which shall include the affirmative vote of a simple majority of our Class B ordinary shares.


 


Because our amended and restated memorandum and
articles of association authorizes 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
will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.


 


Our board of directors is divided into three classes
with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first general
meeting) serving a three-year term. In accordance with the New York Stock Exchange (the “NYSE”) corporate governance requirements,
we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. There
is no requirement under the Companies Act for us to hold annual or general meetings to elect directors. We may not hold a general meeting
to elect new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination,
any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior
to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of
directors for any reason.


 






    3


     


    

 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as
of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per
public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the
deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a
beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our management team have
entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a
shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any
other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold
shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law,
if a shareholder vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not
required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or
other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business
combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain
substantially the same financial and other information about the initial business combination and the redemption rights as is
required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or
stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we obtain the
approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company, are voted in favor of the initial business combination. However, the
participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described
in the final prospectus related to our initial public offering), 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 issued and outstanding ordinary shares, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and
articles of association require that at least five days’ notice will be given of any general meeting.


 


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


 


If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company, are voted in favor of the
business combination. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public
shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 12,937,501, or 37.5% (assuming all issued and outstanding shares are voted), or 2,156,251, or 6.25% (assuming only the minimum
number of shares representing a quorum are voted), of the 34,500,000 public shares sold
in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination
approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against
the proposed transaction or vote at all.


 






    4


     


    

 


Pursuant to our amended and restated memorandum
and articles of association, if we have not consummated an initial business combination within 24 months from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, liquidate and dissolve, subject in 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. Our sponsor and
each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to
liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business
combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame). Our amended and restated memorandum and articles of association will provide that, if we wind up for any other
reason prior to the consummation 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) 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: (a) prior to our initial business combination, only holders of the founder shares have the right to vote
on the appointment of directors and holders of a majority of our founder shares may remove a member of the board of directors for
any reason; (b) the founder shares are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor
and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their
redemption rights with respect to their founder shares (ii) 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 amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to
liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business
combination within the prescribed time frame); (d) the founder shares will automatically convert into our Class A ordinary shares at
the time of our initial business combination as described herein; and (e) the founder shares are entitled to registration rights. If
we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a
general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder
shares and public shares in favor of our initial business combination.


 






    5


     


    

 


The founder shares are designated as Class B ordinary
shares and automatically converted into our Class A ordinary shares at the time of our initial business combination at a ratio such that
the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering,
plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to
our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. In no event will the Class
B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.


 


Except as described herein, our sponsor and our
directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until earliest of (A) one year
after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price
of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer
to such transfer restrictions throughout this exhibit as the lock-up. Any permitted transferees would be subject to the same restrictions
and other agreements of our sponsor and our directors and executive officers with respect to any founder shares.


 


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 amended and
restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our
ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class
B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our
initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together
as a single class, with each share entitling the holder to one vote.


 


Preference Shares


 


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


 






    6


     


    

 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from the closing of our initial public offering and 30 days after the completion of our initial business combination,
except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase
at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption
from registration is available. 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 twenty 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, and 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 to those Class A ordinary shares until the warrants
expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event
we so elect, we will not be required to file or maintain in effect a registration statement, but we will use commercially reasonable
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a
registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th 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, but we will use
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary
shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of
the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per warrant (subject to adjustment). The “fair
market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10
trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 






    7


     


    

 


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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


	·	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public
Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three
trading days before we send the notice of redemption to the warrant holders.



 


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


 


We have established the last of the redemption criterion
discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to
exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below
the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


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
(except as described herein with respect to the private placement warrants):


 


	·	in whole and not in part;



 


	·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able
to exercise their warrants on a cashless basis prior to redemption and receive that number of 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) except as
otherwise described below;



 


	·	if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public
Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three
trading days before we send the notice of redemption to the warrant holders; and



 


	·	if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public
Shareholders’ Warrants—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called
for redemption on the same terms as the outstanding public warrants, as described above.



 






    8


     


    

 


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


 


Pursuant to the warrant agreement, references above
to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have been
converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table
below will not be adjusted when determining the number of 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 a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant
immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so
adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph
under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the
unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as
set forth under the heading “—Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case
of an adjustment pursuant to the second paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted
share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant
to such exercise price adjustment.


 


	Redemption Date(period to expiration	 	Fair Market Value of Class A Ordinary
    Shares	 
	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	 



 






    9


     


    

 


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


 


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 public 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.


 






    10


     


    

 


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 9.8% (or such other amount as a holder
may specify) 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 made to all or substantially all 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 all or substantially all of
the holders of the 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 amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from
the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares, or (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.


 






    11


     


    

 



 


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 sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued
Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading
day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants when
the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180%
of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under
 “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to
the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


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 consolidation or merger, then the kind and amount of
securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the
kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a
tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption
offer made by the company in connection with redemption rights held by shareholders of the company as provided for in the
company’s amended and restated memorandum and articles of association or as a result of the redemption of Class A
ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with
any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if
such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to
adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in the warrant agreement. 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 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.


 






    12 


     


    

 


The warrants will be issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct
any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement set forth in our initial public offering, or defective provision (ii) amending the provisions relating to cash dividends
on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with
respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable
and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by
the holders of at least 65% of the then-outstanding public warrants is required 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 registration statement
of which our initial public offering is a part, for a complete description of the terms and conditions applicable to the warrants.


 


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.


 






    13 


     


    

 


No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. 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.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit
to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors—Our
warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of
New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,
which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision
applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public
offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of 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 (except as described under “—Warrants—Public Shareholders’ Warrants—Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or
its permitted transferees (except as otherwise set forth herein). Our sponsor, or its permitted transferees, has the option to exercise
the private placement warrants on a cashless basis. 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. Any amendment to the terms of
the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants will require a
vote of holders of at least 65% of the number of the then outstanding private placement warrants.


 


Except as described above under “—Public
Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,”
if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value”
(defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor
fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending
on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have
agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees
is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
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.


 






    14 


     


    

 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $2.00 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 our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. If we increase the size of our initial public offering, we will
effect a share capitalization or other appropriate mechanism immediately prior to the consummation of our initial public offering in such
amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon
the consummation of our initial public offering. Further, if we incur any indebtedness in connection with a business combination, our
ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent 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.


 


Listing of Securities


 


Our units are listed on the NYSE under the
symbol “SPFR.U.” Our Class A ordinary shares and warrants comprising the units separately trade on the
NYSE under the symbols “SPFR” and “SPFR WS,” respectively. The units will automatically separate into their
component parts and will not be traded following the completion of our initial business combination.


 


Certain Differences in Corporate Law


 


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


 


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


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
certain prescribed information. That plan 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 Act (which includes certain other formalities) have been complied
with, the Registrar of Companies will register the plan of merger or consolidation.


 






    15 


     


    

 


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


 


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


 


Where the above procedures are adopted, the
Companies Act provides 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.


 






    16 


     


    

 


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


 


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



 


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



 


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



 


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



 


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


 


Squeeze-out Provisions. When a takeover offer
is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offer or 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. Our Cayman Islands
counsel, Maples and Calder, 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:


 






    17 


     


    

 


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


 


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



 


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



 


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



 


	·	an exempted company may 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.



 






    18 


     


    

 


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


 


Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles
of association contain provisions designed to provide certain rights and protections that 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. Other than as described above, our amended and restated memorandum and articles of association will 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 sponsor and its permitted transferees, if any,
who collectively beneficially own approximately 20% of our ordinary shares upon the closing of our initial public offering, will participate
in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner
they choose. Specifically, our amended and restated memorandum and articles of association will provide, among other things, that:


 


	·	If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, we will
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if
any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in 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 as a class with our public shares (a) on our initial business combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or
(b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate
a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;



 


	·	If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a shareholder vote for business or other reasons, we will 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;



 






    19 


     


    

 


	·	So long as our securities are then listed on the NYSE, 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;



 


	·	If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of
holders of our Class A ordinary shares, 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, 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 solely with another blank check company or a similar company with nominal
operations.



 


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


 


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


 


Anti-Money Laundering—Cayman Islands


 


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


 






    20 


     


    

 


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


 


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


 


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


 


Securities Eligible for Future Sale


 


Immediately after our initial public offering, we
will have 43,125,000 Class A ordinary shares issued and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares
sold in our initial public offering (34,500,000 Class A ordinary shares) will be 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 (8,625,000 founder shares) and all of the outstanding private placement warrants
(4,450,000 private placement warrants) will be restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares 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 431,250 shares immediately after our initial public offering;
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.


 






    21 


     


    

 


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 sponsor will be able to sell its
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 and Shareholder Rights


 


The holders of the founder shares, private placement
warrants and any 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) are entitled to registration
rights pursuant to a registration and shareholder rights agreement that the holders signed at the closing of our initial public offering.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. However, the registration and shareholder rights agreement provides that we will
not permit any registration statement filed under the Securities Act to become effective until termination of the applicable 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 Class A ordinary shares 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 executive officers have agreed not to transfer, assign or sell their founder shares until the earliest of (A) one year after
the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of
our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted
transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer
to such transfer restrictions throughout this exhibit as the lock-up.


 


In addition, pursuant to the registration and
shareholder rights agreement that certain holders and our sponsor signed at the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to
nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the
registration and shareholder rights agreement.


 






    22