Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 


As of December 31,
2020, Carney Technology Acquisition Corp. II (“we,”
“our,” “us” or the “Company”) had the following three classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one
share of Class A common stock (as defined below) and one-third of one redeemable warrant (as defined below), with each whole warrant
entitling the holder thereof to purchase one share of Class A common stock (the “units”) (ii) its Class A common stock,
$0.0001 par value per share (the “Class A common stock”), and (iii) its public warrants, with each whole warrant exercisable
for one share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 220,000,000 shares of common
stock, including 200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock,
$0.0001 par value (the “Class B common stock”), and 1,000,000 shares of undesignated preferred stock, $0.0001
par value. The following description summarizes the material terms of our capital stock and does not purport to be complete.
It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, our amended
and restated by laws and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on
Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists
of one share of Class A common stock and one-third of one redeemable warrant. Only whole warrants are exercisable. Each whole warrant
entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement, a warrantholder may exercise his,
her or its warrants only for a whole number of shares of common stock.


 


Class A Common Stock


 


Common stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A
common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote
of our stockholders, except as required by law. There is no cumulative voting with respect to the election of directors, with the
result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our
stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 


We will provide our
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. Our 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 any founder shares and placement shares and
any public shares held by them in connection with the completion of our initial business combination.


 


If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares of common stock sold in our initial public offering (the “Excess Shares”). However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with
respect to the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open
market transactions, potentially at a loss.


 






     


     


    

 


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


 


Redeemable Warrants


 


Each whole warrant
entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of December 14, 2021 or 30 days after the completion of
our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole
number of shares of Class A common stock.


 


The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 


We will not be obligated
to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder
of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event
will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share
of Class A common stock underlying such unit.


 


We have agreed that
as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will
use our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon
exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating
to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective
by the 60th business day after the closing of our initial business combination, warrantholders 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 foregoing, if a registration statement covering the Class A common stock issuable upon
exercise of the warrants is not effective within a specified period following the consummation of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed
to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9)
of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders
will not be able to exercise their warrants on a cashless basis.


 


Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00   


 


Once the warrants become
exercisable, we may call the warrants for redemption:


 


		●	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 given after the warrants become exercisable (the “30-day redemption period”) to each warrantholder;
and





 


		●	if, and only if, the reported last sale price of the
Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before
we send the notice of redemption to the warrantholders.





 






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We will not redeem
the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common
stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock
is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such
cashless exercise is exempt from registration under the Securities Act. However, 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.


 


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


 


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


 


		●	in whole and not in part;





 


		●	at a price of $0.10 per warrant, upon a minimum of 30
days’ prior written notice of redemption, provided that holders will be able to exercise their warrants,
but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to the table below,
based on the redemption date and the “fair market value” of our Class A common stock (as defined below in the
immediately following paragraph) except as otherwise described below;





 


		●	if, and only if, the reported last sale price of the
Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period
ending three business days before we send the notice of redemption to the warrantholders; and





 


		●	If the reported last sale price of the Class A common
stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) for the Reference Days, the placement warrants are also 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 who elect to exercise their warrants may
only do so on a “cashless” basis. The numbers in the table below represent the number of shares of Class A common
stock 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 common stock on the corresponding redemption date (assuming
holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes
based on the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants, 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 common stock shall include a security other than Class A common stock into which
the Class A common stock 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 common stock
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 described under the heading “— Anti-dilution adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the
numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the
denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of 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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	Redemption Date	 	Fair Market Value of Class A Common Stock	 
	(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 shares of Class A common stock
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 common stock as reported
during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of 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 shares of 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 common stock as reported during the 10 trading days immediately following the date on
which the notice of redemption is sent to the holders of 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 shares of Class A common stock 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 shares of Class A common stock per whole 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 common stock.


 


This redemption feature
differs from the typical warrant redemption features used in some other blank check offerings, which typically only provide for
a redemption of warrants for cash (other than the placement warrants) when the trading price for the Class A common stock
exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when
the trading price of our Class A common stock is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect,
receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of December
14, 2020. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and
therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised
or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do
so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.


 






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As stated above, we
can redeem the warrants when the shares of Class A common stock 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 shares of Class A common stock are trading at a price below the exercise price of the
warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received
if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when such shares of Class A
common stock were trading at a price higher than the exercise price of $11.50.


 


No fractional shares
of Class A common stock 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 shares of Class A common stock to be issued to the
holder. If, at the time of redemption, the warrants are exercisable for a security other than Class A common stock 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 common
stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the
security issuable upon the exercise of the warrants.


 


Redemption Procedures


 


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


 


Anti-Dilution Adjustments  


 


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


 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our
capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash
dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed
initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter
prior thereto or to redeem 100% of our Class A common stock if we do not complete our initial business combination by December
14, 2022 or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by
the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock
in respect of such event.


 






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If the number of outstanding
shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of
shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse
stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each
warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.


 


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


 


In addition, if (x)
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any
such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance), (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 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 greater of the Market Value and the Newly
Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00” above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00” above will be adjusted (to the nearest cent) to
be equal to the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification
or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects
the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which
we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. However, if less than 70% of the consideration receivable by the holders of Class A
common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The 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 in order to determine and realize the option value component of the warrant. This formula is to compensate
the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise
the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market
value where no quoted market price for an instrument is available.


 


In addition, if (x)
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any
such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance), (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 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 greater of the Market Value and the Newly
Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00” above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market
Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under “Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00” above will be adjusted (to the nearest cent) to
be equal to the higher of the Market Value and the Newly Issued Price.


 






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The warrants will be
issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of
the warrant agreement, which was filed with the Registration Statement, for a complete description of the terms and conditions
applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of
any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement set forth in this Report, or defective provision, but requires the approval
by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests
of the registered holders of public 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 warrantholders do not have the rights or privileges of holders of Class A common stock and
any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares
of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held
of record on all matters to be voted on by stockholders.


 


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


 


 


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