Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As of March 31,
2021, Ivanhoe Capital Acquisition Corp. has three classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A ordinary shares;
and (3) our warrants.


 


The following description
of our units, Class A ordinary shares, and warrants is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our Amended and Restated Memorandum and Articles of Association, each of which are incorporated by reference
as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Terms not otherwise defined
herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Description of Units


 


	Units


 


Each unit has an offering
price of $10.00 and consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in our prospectus (the
 “Prospectus”). Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the
Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.
For example, if a warrant holder holds one-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable.
If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a
price of $11.50 per share.


 


Description of Class A Ordinary Shares


 


Ordinary shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and
holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except
as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are
voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution
under Cayman Islands law, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and
vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles of association; such actions
include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with
another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with
only one class of directors being elected in each year. There is no cumulative voting with respect to the 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. However,
only holders of Class B ordinary shares will have the right to vote on the election of directors prior to or in connection with the
completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right to vote on
the election of any directors until after the completion of our initial business combination. In addition, the founder shares, all of
which are held by our initial shareholders, will, in a vote to continue the company in a jurisdiction outside the Cayman Islands (which
requires the approval of at least two thirds of the votes of all ordinary shares), entitle the holders to ten votes for every founder
share. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 






     


     


    

 


Because our amended and restated
memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A
ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes with
only one class of directors being elected in each year and each class (except for those directors elected prior to our first annual general
meeting) serving a three-year term.


 


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


 


We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein.
The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
rights 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. 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 their founder shares and public shares in connection with the completion
of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do
not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and
articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with
the SEC prior to completing our initial business combination.


 


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 Excess Shares, without our prior consent.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess
Shares if we complete our 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 shares in open market transactions, potentially at
a loss.


 






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Our amended and restated memorandum
and articles of association require these tender offer documents to contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder
approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like
many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and
not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we
receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions (as described in the Prospectus), if any, could result in the approval of our initial
business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least
five days’ notice will be given of any general meeting.


 


If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without
our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect
to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number
of shares exceeding 20% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially
at a loss.


 


If we seek shareholder approval
in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and
any public shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions) in favor
of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 9,000,001,
or 37.5%, of the 24,000,000 public shares sold in the Public Offering to be voted in favor of an initial business combination in order
to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised).
Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction.


 






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Pursuant to our amended and
restated memorandum and articles of association, if we have not completed our initial business combination within 24 months from the closing
of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any)
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of the
Public Offering. However, if our sponsor or management team acquire public shares in or after the 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 prescribed time period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash
at a per share price equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, upon the completion of our initial business combination,
subject to the limitations and on the conditions described herein.


 


Description of Warrants


 


	1.	Public Shareholders’ Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of one year from the closing of the Public Offering and 30 days after the completion of our initial
business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at
a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Accordingly, unless you purchase
at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


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


 






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We have agreed that as soon
as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use
commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. We will use commercially reasonable efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the
warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business
combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have
failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


In such event, each holder
would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the
quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by
the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market
value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of
the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is
received by the warrant agent.


 


Redemption of Warrants When the Price Per Class A
Ordinary Share Equals or Exceeds $18.00


 


Once the warrants become exercisable,
we may call the warrants for redemption (except as described herein with respect to the private placement warrants):


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;



 


		•	upon a minimum of 30 days’ prior written notice of redemption
(the “30-day redemption period”) to each warrant holder; and



 


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



 


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


 






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


 


Redemption of Warrants When the Price Per Class A Ordinary
Share Equals or Exceeds $10.00


 


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


 


		•	in whole and not in part;



 


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



 


		•	if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public
Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 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.



 


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


 


Pursuant to the warrant agreement,
references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the table below will not be adjusted when determining the number of such securities to issue upon exercise of the warrants
if we are not the surviving entity following our initial business combination.


 






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The share prices set forth
in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below.


 


If the number of shares issuable
upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The
number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under
the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth
under the heading “—Anti-Dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an
adjustment pursuant to the second paragraph under the heading “—Anti-Dilution Adjustments” below, the adjusted share
prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such
exercise price adjustment.


 


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

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



 






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The exact fair market value
and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table
or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each
warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower
fair market values and the earlier and later redemption dates, as applicable, based on a 365-or 366-day year, as applicable. For example,
if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date
on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months
until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277
Class A ordinary shares for each whole warrant.


 


For an example where the exact
fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our Class A
ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of
the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to,
in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In
no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A
ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and
about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature,
since they will not be exercisable for any Class A ordinary shares.


 


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


 






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


 


No fractional Class A
ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share,
we will round down to the nearest whole number of Class A ordinary shares to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance,
if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time
as the warrants become exercisable for a security other than the Class A ordinary shares, the surviving company will use its commercially
reasonable efforts to register under the Security Act the security issuable upon the exercise of the warrants within fifteen business
days of the closing of an initial business combination.


 


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 specified by the holder) of the Class A
ordinary shares outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments


 


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


 






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In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to holders
of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible),
other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with
all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date
of declaration of such dividend or distribution (as adjusted to appropriately reflect any other adjustments and excluding cash dividends
or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on
exercise of each warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Public Offering), (c) to satisfy
the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to
satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete our initial business combination within the period set forth in our amended and restated memorandum and articles
of association or with respect to any other provisions relating to shareholders’ 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 Class A ordinary share in respect of such event.


 


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


 


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


 


In addition, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted
average trading price of our Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day
on which we consummate our initial business combination (such price, the “Market Value”) of our Class A ordinary shares
is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price (See “—Redemption of Warrants When the Price
Per Class A Ordinary Share Equals or Exceeds $18.00” and “—Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $10.00”), and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent)
to be equal to the higher of the Market Value and the Newly Issued Price (See “—Redemption of Warrants When the Price Per
Class A Ordinary Share Equals or Exceeds $10.00”).


 






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In case of any reclassification
or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value
of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by us in connection with redemption rights held by shareholders as provided for in our amended and restated memorandum and articles
of association or as a result of the redemption of Class A ordinary shares by us if a proposed initial business combination is presented
to our shareholders 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 Class A ordinary shares, the holder of a warrant will be entitled to receive the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder
had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary
shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the
form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement)
of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary
transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the
full potential value of the warrants.


 


The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any 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. You should review a copy of the warrant agreement, which will
be filed as an exhibit to the registration statement of which the Annual Report on Form 10-K is a part, for a complete description
of the terms and conditions applicable to the warrants.


 






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


 


We have agreed that, subject
to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we
irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This
provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal
district courts of the United States of America are the sole and exclusive forum


 


	2.	Private Placement Warrants


 


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


 


Except as described above
under “—Public Shareholders’ Warrants—Redemption of Warrants When the Price Per Class A Ordinary Share Equals
or Exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the
exercise price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained
by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the
 “sponsor exercise fair market value” (defined below) over the exercise price of the warrants by (y) the sponsor exercise
fair market value. The “sponsor exercise fair market value” will mean the average reported closing price of the Class A
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent
to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held
by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us following
a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly
limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants
and sell the Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise,
the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise
such warrants on a cashless basis is appropriate.


 


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


 






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