Exhibit 4.5


 


Description
of securities


 


Prospector Capital Corp.
is a Cayman Islands exempted company (company number 366247) 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 was adopted on , we were authorized to issue 220,000,000 ordinary shares, $0.0001 par value each,
including 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 certain terms of our shares as set out more particularly in
our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information
that is important to you.


 


Units


 


Public Units


 


Each unit has an offering
price of $10.00 and consists of one Class A ordinary share and one-third of one 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. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s Class A ordinary shares.
This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds
one-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds
three-thirds of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per
share. The Class A ordinary shares and warrants commenced separate trading on March 2, 2021, and holders have the option to
continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will
not be able to receive or trade a whole warrant.


 


Ordinary Shares


 


Prior to the date of
the prospectus, there were 8,125,000 Class B ordinary shares outstanding, all of which were held of record by the holders
of our founder shares prior to the closing of the public offering (the “initial shareholders”), so that our initial
shareholders own 20% of our issued and outstanding shares after the offering. Upon the closing of the offering, 40,625,000 of our
ordinary shares were outstanding including:


 


		●	32,500,000 Class A ordinary shares underlying
units issued as part of the offering; and



 


		●	8,125,000 Class B ordinary shares held by our
initial shareholders.



 


Prior to the closing
of our initial business combination, only holders of Class B ordinary shares have the right to vote on continuing the company in
a jurisdiction outside of the Cayman Islands. Ordinary shareholders of record are entitled to one vote for each share held on all
other matters to be voted on by shareholders, and will vote together as a single class on all matters submitted to a vote of our
shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of association, or
as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority
of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain
actions requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the 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 appointed in each year. There is no cumulative voting with respect to the appointment of directors,
with the result that the holders of more than 50% of the shares voted for the appointment of directors can elect all of the directors.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 






     


     


    

 


Because our 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 are authorized to issue at the same time as our shareholders vote
on the business combination to the extent we seek shareholder approval in connection with our initial business combination. Our
board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except
for those directors appointed prior to our first annual general meeting) serving a three-year term.


 


In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal
year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings
or appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial
business combination.


 


We will provide our
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to
be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, Prospector Sponsor LLC (“sponsor”),
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and public shares in connection with the completion of our initial business combination.
Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with
their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide
to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles
of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the
SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association require
these tender offer documents to contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction
is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose
acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive
an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even
if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination.
For purposes of seeking approval of an ordinary resolution, non-votes have no effect on the approval of our initial business combination
once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five days’
notice will be given of any general meeting.


 






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


 


If we seek shareholder
approval in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder
shares and any public shares purchased after the offering (including in open market and privately-negotiated transactions) in favor
of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need
12,187,501, or 37.5%, of the 32,500,000 public shares sold in the offering to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted and the underwriters’
option to purchase additional units is not exercised). Additionally, each public shareholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record
date for the general meeting held to approve the proposed transaction.


 


Pursuant to our amended
and restated memorandum and articles of association, if we are unable to complete our initial business combination by January 12,
2023, 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 (less taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to
their founder shares if we fail to complete our initial business combination by January 12, 2023. However, if our sponsor or management
team acquire public shares in or after the offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 






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In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by
the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations
and on the conditions described herein.


 


Founder Shares


 


The founder shares are
designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included
in the units sold in the offering, and holders of founder shares have the same shareholder rights as public shareholders, except
that (i) prior to the closing of our initial business combination, only holders of the founder shares have the right to vote
on continuing the company in a jurisdiction outside the Cayman Islands, (ii) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (iii) the founder shares are entitled to registration rights; (iv) Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive
their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial
business combination, (B) 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) to
modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we have not consummated an initial business combination by January 12, 2023 or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive
their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our
initial business combination by January 12, 2023, although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within such time period and
(D) vote any founder shares held by them and any public shares purchased after the offering (including in open market and
privately-negotiated transactions) in favor of our initial business combination, (v) the founder shares are automatically
convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business
combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles
of association, and (vi) only holders of Class B ordinary shares have the right to appoint directors in any election
held prior to or in connection with the completion of our initial business combination.


 


The founder shares will
automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial
business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the
number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the
total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A
ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection
with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working
capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 






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With certain limited
exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons
or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one
year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the
closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
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, and (B) the date following the completion of our
initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
At the closing, 500,000 founder shares were surrendered to us for no consideration pursuant to the underwriter’s exercise
of their over-allotment option in part.


 


Register of Members


 


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


 


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



 


		●	whether voting rights attach to the shares in issue;



 


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



 


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



 


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


 


Preference Shares


 


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


 






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Warrants


 


Public 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 the offering or 30 days after the completion of
our initial business combination, provided in each case that we have an effective registration statement under the Securities Act
covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available
(or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement)
and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A
ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants were
issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units,
you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial
business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated
to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the
warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. 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 (20) business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the
Class A ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A
ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the
closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if
our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of warrants sold as part of the units in the offering (whether they are purchased in the offering
or thereafter in the open market) (the “public warrants”) who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would
pay the exercise price by surrendering 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 of the warrants by (y) the fair market
value and (B) 0.361. 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.


 






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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:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the 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 Warrants — Anti-Dilution
Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice
of redemption to the warrant holders (which we refer to as the “Reference Value”).



 


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 described under the heading “— Anti-dilution
Adjustments”) as well as the $11.50 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:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant



 


		●	upon not less than 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” (as defined below) of our Class A ordinary shares except as otherwise described below;



 


		●	if, and only if, the Reference Value (as defined above
under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) equals or
exceeds $10.00 per 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 “— 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



 






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		●	if the Reference Value 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 Stockholders’ Warrants — Anti-Dilution Adjustments”),
the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants,
as described above.






 


Beginning on the date
the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on
a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will
receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise
their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume weighted
average price of our Class A common stock 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.


 






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


 


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


 






    9


     


    

 


This redemption feature
differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption
of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a time when the
trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a
number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the prospectus.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore
have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed
and we will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right
and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so.
As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the applicable redemption price to the warrant holders.


 


As stated above, we
can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise
price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant
holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to
redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this
could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen
to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading
at a price higher than the exercise price of $11.50.


 


No fractional Class A
ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in
a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than 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 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 exercise of the warrants.


 


Redemption procedures


 


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


 






    10


     


    

 


Anti-dilution Adjustments.    If
the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary
shares, or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization,
sub-division 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 fair market value will be deemed
a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A
ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per
Class A ordinary share paid in such rights offering and (y) the 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) fair market value means the volume weighted average price of Class A
ordinary shares as reported during the ten (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 by January 12, 2023 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.


 


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.


 






    11


     


    

 


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 a Newly Issued Price of less than $9.20 per Class A ordinary share, (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 Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00
per share redemption trigger prices 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 share 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 Share 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 issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which
we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the
kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company
if a proposed initial business combination is presented to the shareholders of the company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or
associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and
outstanding Class A ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities
or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised
the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. 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 Warrant
Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional
value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to
which the holders of the warrants otherwise do not receive the full potential value of the warrants. The 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 to correct any defective provision or mistake, including to conform the provisions
of the warrant agreement to the description of the terms of the warrants and the warrant agreement, (ii) adjusting 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 50% of the then-outstanding public warrants is required
to make any change that adversely affects the interests of the registered holders of public warrants, and, solely with respect
to any amendment to the terms of the private placement warrants, 50% of the then outstanding private placement warrants. You should
review a copy of the warrant agreement, which was filed as an exhibit to the Annual Report on Form 10-K, for a complete description
of the terms and conditions applicable to the warrants.


 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting
rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary
shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to
be voted on by shareholders.


 


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


 


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. 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.


 






    13


     


    

 


Private Placement Warrants


 


The private placement
warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions,
to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us
so long as they are held by our sponsor, members of our sponsor or their permitted transferees (except as set forth under “Description
of Securities — Warrants — Public Warrants — Redemption of warrants when the price per Class ordinary share equals
or exceeds $10.00”). The sponsor or its permitted transferees, have the option to exercise the private placement warrants
on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to
those of the warrants sold as part of the units in the offering. If the private placement warrants are held by holders other than
the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders
on the same basis as the warrants included in the units sold in the offering.


 


Except as described
above under “— Public 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 “fair market value” of our Class A ordinary shares (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders
who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market
in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a
result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to fund working
capital deficiencies and finance transaction costs in connection with an intended initial business combination, our sponsor or
an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per
warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


Our initial shareholders
have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A ordinary shares issuable
upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination,
except that, among other limited exceptions, transfers can be made to our officers and directors and other persons or entities
affiliated with the sponsor.


 






    14


     


    

 


Dividends


 


We have not paid any
cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of a business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and
general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to
a business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for
our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to
indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and
each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct
of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off
or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right,
title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly,
any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and
our assets outside the trust account and not against the any monies in the trust account or interest earned thereon.


 


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


 


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


 






    15


     


    

 


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.


 






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


 


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


 


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


 





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


 






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		●	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 an


 


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



 


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



 


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



 


		●	an exempted company may issue shares with no par value;



 


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



 


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



 






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



 


		●	an exempted company may register as a limited duration
company; and



 


		●	an exempted company may register as a segregated portfolio
company.



 


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


 


Amended and Restated Memorandum and
Articles of Association


 


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


 


Our initial shareholders,
who collectively beneficially own 20% of our ordinary shares, 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 provides, among other things, that:


 


		●	If we are unable to complete our initial business combination
by January 12, 2023, 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
(less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case
of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law;



 


		●	Prior to our initial business combination, we may not
issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on our initial business combination;



 


		●	Although we do not intend to enter into a business
combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from
doing so. Our amended and restated memorandum and articles of association will provide that a target will not be deemed an affiliate
solely by virtue of ownership by our sponsor or its affiliates, or any of their or our executive officers or directors, of less
than 10% of its common stock, individually or in the aggregate. In the event we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm that such a business combination is fair to our company from a financial point of view;



 






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



 


		●	If our shareholders approve an amendment to our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination by January 12, 2023 or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a
portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the
conditions described herein; and



 


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



 


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


 


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


 


Anti-Money Laundering — Cayman
Islands


 


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


 






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Cayman Islands Data Protection


 


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


 


Privacy Notice


 


Introduction


 


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


 


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


 


Investor Data


 


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


 


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


 


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


 


Who this Affects


 


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


 






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How the Company May Use Your Personal
Data


 


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


 


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



 


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



 


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



 


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


 


Why We May Transfer Your Personal Data


 


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


 


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


 


The Data Protection Measures We Take


 


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


 


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


 


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


 


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


 


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


 






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


 


Securities Eligible for Future Sale


 


Immediately after the
offering we had 40,625,000 ordinary shares outstanding. Of these shares, the 32,500,000 Class A ordinary shares sold in the
offering are freely tradable without restriction or further registration under the Securities Act, except for any Class A
ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 8,125,000
outstanding founder shares and all of the 5,666,667 outstanding private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 


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 Class A ordinary shares
then outstanding, which equaled 325,000 shares immediately after the 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.


 


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;


 






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		●	the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act;



 


		●	the issuer of the securities has filed all Exchange
Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the
issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and



 


		●	at least one year has elapsed from the time that the
issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, our initial
shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the (i) founder
shares and (ii) the private placement warrants, including any private placement warrants that may be issued upon conversion
of working capital loans (and the Class A ordinary shares issuable upon exercise of such warrants) have registration rights to
require us to register a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to the
registration rights agreement, we are obligated to register up to 14,791,667 Class A ordinary shares and 6,666,667 warrants.
The number of Class A ordinary shares includes (i) 8,125,000 Class A ordinary shares to be issued upon conversion of
the founder shares, (ii) 5,666,667 Class A ordinary shares underlying the private placement warrants and (iii) 1,000,000 Class A
ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants
includes (i) 5,666,667 private placement warrants and (ii) 1,000,000 private placement warrants issued upon conversion of working
capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A ordinary
shares and warrants are listed on Nasdaq under the symbols “PRSRU,” “PRSR” and “PRSRW,” respectively.


 


 


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