Exhibit 4.1 


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934, As Amended 


 


The following description sets forth certain material
terms and provisions of the securities of Highland Transcend Partners I Corp. (“we,” “us” or “our”)
that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following
description of our securities is not complete and may not contain all the information you should consider before investing in our securities.
This description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum and articles of
association, which are incorporated herein by reference. The summary below is also qualified by reference to the Companies Law and common
law of the Cayman Islands.


 


As of December 31, 2020, we had three classes
of securities registered under the Exchange Act: our Class A ordinary shares, $0.0001 par value per share; warrants to purchase shares
of our Class A ordinary shares; and units consisting of one Class A ordinary share and one-third of one redeemable warrant to
purchase one Class A ordinary share. In addition, this Description of Securities also contains a description of our Class B
ordinary shares, par value $0.0001 per share (“founder shares”), which are not registered pursuant to Section 12 of the
Exchange Act but are convertible into shares of the Class A ordinary shares. The description of the founder shares is necessary to
understand the material terms of the Class A ordinary shares.


 


Units 


 


Each unit consists of one Class A ordinary
share and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


The Class A ordinary shares and warrants
began separate trading on January 25, 2021 and holders have the option to continue to hold units or separate their units into the component
pieces.


 


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 appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders
of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However, only holders of Class B
ordinary shares will have the right to appoint directors in any general meeting held 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 appoint any directors
until after the completion of our initial business combination. 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 appointed in each year and each class (except for those directors appointed prior to our first annual general meeting)
serving a three-year term.


 




    


    


    

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


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Unlike
many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote
for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the
redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder
approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we
will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval
of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such
initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes 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 more than an aggregate of 15% of the
ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete
our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we
complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15%
and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval 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 our initial 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 11,250,001, or
37.5%, of the 30,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in
order to have our initial business combination approved (assuming all outstanding shares are voted). Additionally, each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were
a public shareholder on the record date for the general meeting held to approve the proposed transaction.


 




    


    


    

Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination by December 7, 2022, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust
account with respect to their founder shares if we fail to complete our initial business combination by December 7, 2022. However, if
our sponsor or management team acquire public shares after our 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 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 earned on the funds held in the trust account and not
previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial
business combination, subject to the limitations and on the conditions described herein.


 


Founder Shares 


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our initial
public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration
rights; (iii) Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of
our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of
our public shares if we have not consummated an initial business combination by December 7, 2022 or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to
liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination
by December 7, 2022, although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within such time period and (D) vote any founder shares held by
them and any public shares purchased during or after our initial public offering (including in open market and privately-negotiated transactions)
in favor of our initial business combination, (iv) the founder shares are automatically convertible into Class A ordinary shares
concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment
as described herein and in our amended and restated memorandum and articles of association, and (v) only holders of Class B
ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of
our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a
one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like,
and subject to further adjustment as


 




    


    


    

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


 


With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will
be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination
or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the
date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property.


 


Register of Members 


 


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


 


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



 


		•	whether voting rights are attached to the share in issue;



 


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



 


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



 


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


 


Preferred Shares 


 


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


 




    


    


    

Warrants 


 


Public Shareholders’ Warrants 


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from December 7, 2021 and 30 days after the completion of our initial business combination, provided, in each
case, that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a
cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given
time by a warrant holder. No fractional warrants 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 are not obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and 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 public warrant is exercisable
and we are not 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 are we required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely
for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants. We will use our 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 or redemption
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 our 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 each such warrant 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 the excess of the “fair market value” less the exercise price of the warrants by (y) the fair
market value and (B) 0.361. The “fair market value” 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 redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;



 


		•	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and



 


		•	if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day
period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference
Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like).



 


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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period.


 


We have established the last of the redemption
criteria 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. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 


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


 


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


 


		•	in whole and not in part;



 


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



 


		•	if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like); and



 


		•	if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms as the
outstanding public warrants, as described above.



 


The numbers in the table below represent the number
of Class A ordinary shares that a warrant holder will receive upon 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 based on volume-weighted
average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding


 




    


    


    

redemption date precedes the expiration date of the warrants, each
as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after
the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary
shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination.


 


The numbers in the table below will not be adjusted
when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity
following our initial business combination.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of the 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 exercise price of the warrant after such adjustment
and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares
in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of raising capital in connection with
the initial business combination, the adjusted share prices in the column headings will by 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.


 




    


    


    

	 	
    Fair Market Value of Class A
    Ordinary Shares

    

 

	 
	Redemption Date (period to expiration of warrants)	
    $10.00 

 

	
    $11.00

 

	
    $12.00

    

 

	
    $13.00

    

 

	
    $14.00

    

 

	
    $15.00

    

 

	
    $16.00

    

 

	
    $17.00

    

 

	
    $18.00

    

 


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


 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted
average price of our Class A ordinary shares as reported 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
as reported 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 in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject
to adjustment).


 




    


    


    

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 December 2, 2020. This redemption
right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to
our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to
pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly
proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in
this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price
to the warrant holders. As stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting
at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash
position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number
of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of
the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they
had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading
at a price higher than the exercise price of $11.50.


 


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


 


Redemption Procedures. A holder of a warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such
warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (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 split-up
of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
ordinary shares. A rights offering 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) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the
historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for
Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any
consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical
fair market value” means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange
or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the 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) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
ordinary shares in connection with a proposed initial business combination, or (d) 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 split or reclassification of Class A ordinary shares or other
similar event, then, on the effective date of such consolidation, combination, reverse share split, 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 sponsors 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 completion of our initial
business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A ordinary shares
during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such
price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest
cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption
trigger prices described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”
and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to
the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and
outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. 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 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders.


 


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


 


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


 


Private Placement Warrants 


 


The private placement warrants (including the
Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders
— Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities
affiliated with our sponsor) and they will not be redeemable by us so long as they are held by our sponsor, members of our sponsor or
their permitted transferees. The sponsor or its permitted transferees, have the option to exercise the private placement warrants on a
cashless basis. Except as described below, the private placement warrants have


 




    


    


    

terms and provisions that are identical to those of the warrants being
sold as part of the units in our initial public offering. If the private placement warrants are held by holders other than the sponsor
or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis
as the warrants included in the units being sold in our initial public offering.


 


Except as described under “—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 “historical fair market value” of our Class A ordinary
shares (defined below) over the exercise price of the warrants by (y) the fair market value. For these purposes, the “historical
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.


 


Dividends 


 


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


 


Our Transfer Agent and Warrant Agent 


 


The transfer agent for our ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence or intentional misconduct of the indemnified person or entity.


 


Certain Differences in Corporate Law 


 


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


 


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


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority
of 662/3% in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such other authorization,
if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger
between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court
waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law (which includes
certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.


 


Where the merger or consolidation involves a foreign
company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company
are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is


 




    


    


    

permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has
been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 


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


 


Where the above procedures are adopted, the Companies
Law provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the
merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must
give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including
a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within
20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written
notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from
the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand
for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in
paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the
constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase
his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days
following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the
shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the
company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such
petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value
of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value
of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.
Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination
of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters
holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation
system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national
securities exchange or shares of the surviving or consolidated company.


 


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


 


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



 


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



 


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



 




    


    


    

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



 


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


 


Squeeze-out Provisions. When a takeover
offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within
a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be
made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion
or inequitable treatment of the shareholders.


 


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


 


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


 


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



 


		•	the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number
of votes which have actually been obtained; or



 


		•	those who control the company are perpetrating a “fraud on the minority.”



 


A shareholder may have a direct right of action
against us where the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of Civil Liabilities. The Cayman
Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the Federal courts of the United States.


 


We have been advised by our Cayman Islands legal
counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United
States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in
original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the
federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the
courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without
retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation
to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner,
and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive
or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies.
We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except for the exemptions and privileges listed below:


 


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



 


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



 


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



 


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



 




    


    


    

		•	an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for
20 years in the first instance);



 


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



 


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



 


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



 


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


 


Our Amended and Restated Memorandum and Articles of Association



 


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


 


Our initial shareholders, who collectively beneficially
own 20% of our ordinary shares upon the closing of our initial public offering), will participate in any vote to amend our amended and
restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended
and restated memorandum and articles of association provide, among other things, that:


 


		•	If we have not completed our initial business combination by December 7, 2022, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law;



 


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



 


		•	Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm
that such a business combination is fair to our company from a financial point of view;



 


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



 


		•	We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the
trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time
of the agreement to enter into the initial business combination;



 




    


    


    

		•	If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination by December 7, 2022 or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
and on the conditions described herein; and



 


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



 


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


 


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


 


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


 


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


 


Securities Eligible for Future Sale 


 


We have 37,500,000 ordinary shares issued and
outstanding. Of these shares, the 30,000,000 Class A ordinary 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 remaining 7,500,000 founder shares and all 5,333,333 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
in the prospectus for our initial public offering.


 


Rule 144 


 


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


 


Persons who have beneficially owned restricted
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only
a number of securities that does not exceed the greater of:


 


		•	1% of the total number of ordinary shares then outstanding, which will currently equal 375,000; or



 


		•	the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing
of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144 are also
limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 




    


    


    

Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies 


 


Rule 144 is not available for the resale of securities
initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously
a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:


 


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



 


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



 


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



 


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



 


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


 


Registration Rights 


 


The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans (and any ordinary shares 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)
are be entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale.
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. However, the registration rights agreement provides that we will not permit any registration
statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in
the case of the founder shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent
to our initial business combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00
per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the
date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange,
reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property, and (2) in the case of the private placement warrants and the respective
Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities 


 


Our units, Class A ordinary shares and warrants
have been approved for trading on NYSE under the symbols “HTPA.U,” “HTPA” and “HTPA.WS,” respectively.