Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


 


Pursuant to our amended and restated
certificate of incorporation, our authorized capital stock consists of 240,000,000 shares of Class A common stock, $0.0001 par
value, 60,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock,
$0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summary, it
may not contain all the information that is important to you.


 


Units


 


Each unit consists of one share of
Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
share of our Class A common stock at a price of $11.50 per share, subject to adjustments as described in the warrant agreement.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A
common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have
been issued upon separation of the units and only whole warrants are traded.


 


The common stock and warrants constituting the units began separate trading on March 12, 2021.


 


Common Stock


 


As of March 31, 2021, a total of 31,250,000 shares of our common stock are outstanding, including:


 


		·	25,000,000 shares of our Class A common stock (the "public
shares"); and 
	 	 	 
	 	·	6,250,000 shares of our Class B common stock (the "founder shares") held by Monument Circle Sponsor, LLC
(the "sponsor").



 


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock have the right
to elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted to a vote
of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a
single class, except as required by applicable law or stock exchange rule. The provisions of our amended and restated certificate of
incorporation relating to the election or removal of directors prior to an initial business combination may only be amended if
approved by a majority of at least 90% of our common stock voting at a stockholder meeting. Unless specified in our amended and
restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a
majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders (other
than the election of directors). In connection with our initial business combination, we may enter into a stockholders agreement or
other arrangements with the stockholders of the target or equity financing providers that provide such persons with greater voting
rights, board representation or other corporate governance rights than other holders of our Class A common stock following
completion of the initial business combination. Directors are  divided into three classes, each of which will generally serve for
a term of three years with only one class elected in each year. There is no cumulative voting with respect to the election of
directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of
funds legally available therefor.


 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 240,000,000 shares of Class A common stock, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are
authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in
connection with our initial business combination.


 


In accordance with Nasdaq Capital Market
("Nasdaq") corporate governance requirements, we are not required to hold an annual meeting until not later than one year after our
first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the Delaware General Corporation Law (the
 “DGCL”), we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in
accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual
meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be
in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to
hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by
submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 






     


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We will provide our public stockholders with
the opportunity to redeem all or a portion of their 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 (net of permitted withdrawals), divided by the number of then
outstanding public shares, subject to the limitations described herein. The amount in the trust account was initially $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. The redemption right will include the requirement that any
beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote
for or against the proposed transaction. 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 any public shares held by them in
connection with the completion of our initial business combination. Permitted transferees of our sponsor, officers or directors are
subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in
connection 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 applicable law or stock exchange listing requirements, if a
stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder
vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the
redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the "SEC"), and file tender offer
documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the
transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other
reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, unless a different vote is required by
applicable law or stock exchange rules, we will complete our initial business combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the business combination. Unless otherwise required by applicable law or stock
exchange rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital
stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors or any of their respective
affiliates in privately-negotiated transactions (as described in  the initial public offering prospectus), if any, could result in
the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give
approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if
required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds and
agreements may make it more likely that we will consummate 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 Securities Exchange Act of 1934, as amended, or the "Exchange Act"), will be restricted from redeeming more than an aggregate of 15% of
the shares sold in the initial public offering, without our prior consent, which we refer to as 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 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.


 






     


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If we seek stockholder approval in connection with
our initial business combination, our initial stockholders, officers and directors have (and their permitted transferees, as applicable,
will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result,
in addition to our initial stockholders’ founder shares, we would need 9,375,001, or 37.5%, of the 25,000,000 public shares sold
in the initial public offering to be voted in favor of our initial business combination (assuming all issued and outstanding shares are
voted) in order to have such initial business combination approved.
Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether
they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within the completion window, we will: (1) cease
all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business days thereafter,
subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (net of permitted withdrawals 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 stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our initial stockholders, 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 any founder shares held by
them if we fail to complete our initial business combination within the completion window. However, if our sponsor or any of our officers
or directors acquires public shares after the initial public offering, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the completion window.


 


In the event of a liquidation, dissolution or winding
up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock.
Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock,
except that in connection with our initial business combination 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 on deposit in the trust account as of two business days
prior to the consummation of our initial business combination, including interest (net of permitted withdrawals) subject to the limitations
described herein.


 






     


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Founder Shares


 


The founder shares are identical to the shares
of Class A common stock included in the units, except that: (1) only holders of the
founder shares have the right to vote on the election and removal of directors prior to our initial business combination; (2) the
founder shares are subject to certain transfer restrictions, as described in more detail below; (3) 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 any founder shares and any public shares held by them in connection with the completion of our initial business combination, (b) waive
their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve
an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for
the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have
not consummated our initial business combination within the completion window; and (c) waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
the completion window (although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within the completion window); (4) the founder shares are automatically
convertible into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares are entitled to
registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders, officers
and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares
held by them in favor of our initial business combination.


 


The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts sold in the initial public offering and related to the closing of our initial business combination, the
ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the
holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares
of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock
outstanding  plus all shares of Class A common stock and equity-linked securities issued
or deemed issued in connection with our initial business combination (net of the number of shares of Class A common stock redeemed
in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued, to any
seller in our initial business combination in consideration for such seller’s interest in the business combination target and any
private placement warrants issued upon the conversion of working capital loans made to us.


 


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 and other permitted transferees, each of whom are subject to the same transfer restrictions) until the earlier of
(A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination,
if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at
least 150 days after our initial business combination, and (C) following the completion of our initial business
combination, such future date on which we complete a liquidation, merger, stock exchange, reorganization or other similar
transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash,
securities or other property.


 






     


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Preferred Stock


 


Our amended and restated certificate of incorporation
 authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock 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 may, without stockholder approval, issue preferred stock with voting and other rights that could
adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability
of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. 


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of the initial public offering and 30 days after
the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by
a warrant holder. No fractional warrants have been issued upon separation of the units and only whole warrants are traded.
Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants
will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or
earlier upon redemption or liquidation.


 


We will not be obligated to deliver any
shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering
the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus
relating to those shares of Class A common stock is available, subject to our satisfying our obligations described below with
respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or
qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. 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 the event that a
registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the share of Class A common stock underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best efforts
to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above,
if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it
satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 






     


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We have agreed that 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 City of New
York, County of New York, State of New York or the United States District Court for the Southern District of New York, and we irrevocably
submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk
Factors—Our warrant agreement will designate the courts of the City of New York, County of New York, State of New York or the United
States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings
that may be inititated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum
for disputes with our company.”


 


Redemption
of Warrants for Cash.  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 a minimum of 30 days’ prior written notice of
redemption, or the 30-day redemption period, to each warrant holder; and



 


		·	if, and only if, the closing price of our 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 on the third trading day prior to the date on which we send the notice
of redemption to the warrant holders.



 


If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws.


 


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 common stock may fall
below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption
Procedures and Cashless Exercise.   If we call the warrants for redemption as described above, our management
will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining
whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other
factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum
number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market
value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
shall mean the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice
of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon
exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will
reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an
attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call
our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would
still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above
that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless
basis, as described in more detail below.


 






     


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


 


Anti-Dilution
Adjustments.   If the number of outstanding shares of Class A common stock is increased by a stock
dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event,
then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable
on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A
rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less
than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of
(1) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (2) one 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 (1) 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 (2) fair market value means the volume weighted average
price of Class A common stock as reported during the ten 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 to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection
with an initial business combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination
within the completion window, or (e) in connection with the redemption of our public shares upon our failure to complete our initial
business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event,
by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in
respect of such event.


 


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


 


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


 






     


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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 volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the
trading day prior to the day on which we consummate our initial business combination 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 volume weighted average trading price
of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate
our initial business combination and the newly issued price and the $18.00 per share redemption trigger price described under “Redemption
of warrants” above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the volume weighted average trading
price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate
our initial business combination 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 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 stockholders of the company as provided
for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Class A
common stock by the company if a proposed initial business combination is presented to the stockholders 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 outstanding
shares of Class A common stock, 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 stockholder 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 common stock held by such holder had
been purchased pursuant to such tender or exchange offer, subject to adjustments (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. Additionally, if less than 70% of the
consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the
successor entity that is listed for trading on a national securities exchange or is quoted in an established over- the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the per share consideration minus 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 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.


 






     


    9 


    

 


The warrants have been issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement has been filed as an exhibit to the initial public offering registration statement and contains the description of the
terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended
without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders
of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.


 


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 Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock.


 


Private Placement Warrants


 


The private placement warrants (including the
Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions as described
under the initial public offering registration statement's section entitled “Principal
Stockholders — Transfers of Founder Shares and Private Placement Warrants,” 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 or its permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the private placement
warrants on a cashless basis and are entitled to certain registration rights. Otherwise, the private placement warrants have terms
and provisions that are identical to those of the warrants sold as part of the units in the initial public offering. If the
private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants
will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units sold in the
initial public offering.


 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average closing 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. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our
sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business
combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited.
We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during
such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is
in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the
shares of Class A common stock 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.


 






     


    10 


    

 


In order to finance transaction costs in connection
with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but none of
them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts
out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would
be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant
at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business combination will
be within the discretion of our board of directors at such time.


 


In addition, our board of directors is not currently
contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


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


 






     


    11 


    

 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions from the time of the initial public offering that apply to us until the
completion of our initial business combination. These provisions (other than amendments relating to the election and removal of
directors prior to our initial business combination, which require the approval of a majority of at least 90% of our common stock
voting in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our common stock. Our
initial stockholders, who collectively and beneficially own 20% of our common stock,
may participate in any vote to amend our amended and restated certificate of incorporation and  have the discretion to vote in
any manner they choose. Prior to an initial business combination, we may not issue additional securities that can vote on amendments
to our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


 


		·	if we are unable to complete our initial business combination within the completion window, we will: (1) cease all operations
except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, subject
to lawfully available funds therefor, redeem 100% of 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 (net of permitted withdrawals 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 stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law;



 


		·	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to: (1) receive funds from the trust account; or (2) vote on any 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. In the event we seek to complete our initial business combination with a company
that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain
an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such a business
combination is fair to our company from a financial point of view;



 


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



 


		·	if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred
underwriting discount);



 


		·	if our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing
of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within the completion window, we will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the
number of then outstanding public shares; and



 


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



 






     


    12 


    

 


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


 


Certain Anti-Takeover Provisions of Delaware Law and our Amended
and Restated Certificate of Incorporation and Bylaws


 


We have elected to be exempt from the restrictions
imposed under Section 203 of the DGCL. However, our certificate of incorporation  contains similar provisions providing that we
may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following
the time that such stockholder becomes an interested stockholder unless:


 


		•	prior to such time, our board of directors approved either the business combination or the
                                                                                  transaction which resulted in the stockholder becoming an interested stockholder;



 


		•	upon consummation of the transaction which resulted in the stockholder becoming an “interested
                                                                                 stockholder,” the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction
                                                                                 commenced (excluding certain shares); or



 


		•	on or subsequent to such time, the business combination is approved by the Board and authorized at
                                                                               an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the
                                                                               outstanding voting stock not owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15%
or more of our voting stock.


 


Under some circumstances, this provision will make
it more difficult for a person who is an interested stockholder to effect various business combinations with us for a three-year period.


 


Our certificate of incorporation  provides that
our sponsor and its various affiliates, successors and transferees will not be deemed to be “interested stockholders” regardless
of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision.


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder 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
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 






     


    13 


    

 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of incorporation
 requires, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative
action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or
former director, officer, employee, agent to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision
of the DGCL, the amended and restated certificate of incorporation or bylaws, or (d) any action asserting a claim governed by the
internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware
lacks jurisdiction over such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware
has jurisdiction, then the United States District Court for the District of Delaware). Unless we consent in writing to the selection of
an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act. Although we believe this forum provision benefits us by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this
provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our
directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the
rules and regulations thereunder. If any action, the subject matter of which is within the scope the forum provisions of our amended
and restated certificate of incorporation, is filed in a court other than a court of the State of Delaware (a “foreign action”)
in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state
and federal courts located within the State of Delaware in connection with any action brought in such court to enforce the forum provisions
(an “enforcement action”), and (ii) having service of process made upon such stockholder in any such enforcement action
by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.


 


Our amended and restated certificate of incorporation
does not purport to require suits brought to enforce a duty or liability created by the Exchange Act to be brought in the Court of Chancery
of the State of Delaware or another court of the State of Delaware. Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22
of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation
 provides unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of
America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
Accordingly, there is uncertainty as to whether a court would enforce such provision, and our stockholders will not be deemed to have
waived our compliance with the federal securities laws and the rules and regulations thereunder.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman, if any.


 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws  provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than
120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8
of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein.
Our bylaws  also specify requirements as to the form and content of a stockholder’s notice. Our bylaws  allow the chairman
of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect
of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also
defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors
or otherwise attempting to influence or obtain control of us.


 






     


    14 


    

 


Action by Written Consent


 


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


 


Classified Board of Directors


 


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


 


Class B Common Stock Consent Right


 


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


 


Securities Eligible for Future Sale


 


 We have 25,000,000 shares of Class A
common stock outstanding. All of these shares are freely tradable without restriction or further registration under the Securities
Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of
the 6,250,000 Class B founder shares and all 7,000,000 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set
forth elsewhere in the initial public offering prospectus.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided
that: (1) 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 (2) 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.


 






     


    15 


    

 


Persons who have beneficially owned restricted
shares of our common stock 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 shares of Class A common stock then outstanding, which equal 250,000; or 



 


		·	the average weekly reported trading volume of the common stock 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 a business combination related shell companies) or issuers that have been at
any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:


 


		·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


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



 


		·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
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 stockholders will be able
to sell their founder shares and our sponsor will be able to sell its private placement warrants, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise
of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares)
have registration rights pursuant to a registration rights agreement requiring
us to register such securities for resale (in the case of the founder shares, only after conversion into shares of Class A common
stock). The holders of these securities are entitled to make up to three demands, excluding short form registration 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 and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration
statement.


 


Listing of Securities


 


Our Class A common stock and warrants
are currently listed on Nasdaq under the symbols “MON” and “MONCW,” respectively. Certain of our shares of
Class A common stock and warrants currently trade as units consisting of one share of Class A common stock and one-half of
one redeemable warrant, and are listed on Nasdaq under the symbol “MONCU.” The common stock and the warrants
constituting the units began separate trading on March 12, 2021.