Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


The following summary
of the material terms of the securities of Senior Connect Acquisition Corp. I, a Delaware corporation (“we,” “us,”
“our” or “the company”), is not intended to be a complete summary of the rights and preferences of such
securities and is subject to and qualified by reference to our amended and restated certificate of incorporation, as may be amended,
our bylaws and the warrant agreement, dated December 10, 2020, between the company and Continental Stock Transfer & Trust Company
(the “Warrant Agreement”), in each case incorporated by reference as exhibits to the company’s Annual Report
on Form 10-K for the year ended December 31, 2020 (the “Report”), and applicable Delaware law, including the Delaware
General Corporation Law, or DGCL. We urge you to read our amended and restated certificate of incorporation, our bylaws and the
Warrant Agreement in their entirety for a complete description of the rights and preferences of our securities.


 


General


 


We are a Delaware corporation
and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and
restated certificate of incorporation, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each,
including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well
as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our
capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Each unit has an offering
price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole
warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject
to adjustment. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of the shares
of Class A common stock. 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-half of one warrant to purchase a share of Class A common stock, such warrant will not
be exercisable. If a warrant holder holds two-halves of one warrant, such whole warrant will be exercisable for one share
of Class A common stock at a price of $11.50 per share. The Class A common stock and warrants comprising the units began
separate trading on February 2, 2021. Holders have the option to continue to hold units or separate their units into the component
securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A
common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


Common Stock


 


Prior to December 31,
2020, there were 10,350,000 shares of Class B common stock outstanding, all of which were held of record by our initial
stockholders, so that our initial stockholders own 20% of our issued and outstanding shares. Upon the closing of the Public Offering,
51,750,000 of our shares of common stock were outstanding, including:


 


		●	41,400,000 shares of Class A common stock underlying
units issued as part of the Public Offering; and





 


		●	10,350,000 shares of Class B common stock
held by our initial stockholders.



 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock
and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders
except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that
are voted is required to approve any such matter voted on by our stockholders. 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. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


 






     


     


    

 


Because our amended
and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.
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 appointed prior to our first annual meeting of stockholders) serving a three-year term.


 


In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal
year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting
of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent
in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of
our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an
annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business
combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance
with Section 211(c) of the DGCL.


 


We will provide our
public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account 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 described herein. The amount in the trust account was initially $10.00 per public share. The per share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our initial stockholders, officers and directors have entered into a letter agreement with us,
pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they hold
in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation that would affect 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 completed an initial
business combination by December 15, 2022. Unlike many special purpose acquisition companies that hold stockholder 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 stockholder vote is
not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended
and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of
the transaction is required by law, or we decide to obtain stockholder 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 stockholder approval, we will complete our initial business combination
only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation
of our sponsor, officers, directors, advisors or their respective affiliates in privately-negotiated transactions (as described
in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public
stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval
of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business
combination once a quorum is obtained.


 


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.


 


If we seek stockholder
approval in connection with our initial business combination, our initial stockholders, officers and directors have agreed to vote
any founder shares they hold and any public shares purchased during or after the Public Offering in favor of our initial business
combination. As a result, in addition to our initial stockholders’ founder shares, we would need 15,525,001, or 37.5% (assuming
all issued and outstanding shares are voted) of the 41,400,000 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. Additionally, each public stockholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 






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Pursuant to our amended
and restated certificate of incorporation, if we are unable to complete our initial business combination by December 15, 2022by
December 15, 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
and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our initial stockholders have entered into agreements 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 15, 2022 or during any Extension Period. However, if our initial stockholders or management team acquire
public shares 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 stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no
sinking fund provisions applicable to the common stock, except that we will provide our public stockholders 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
described herein.


 


Founder Shares


 


The founder shares are
designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock
included in the units sold in the Public Offering, and holders of founder shares have the same stockholder rights as public stockholders,
except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our
initial stockholders, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (A) to
waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion
of our initial business combination, (B) to waive their redemption rights with respect to any founder shares and public shares
they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to 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 15, 2022 or with respect
to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (C) to
waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail
to complete our initial business combination by December 15, 2022 or during any Extension Period, 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 (iii) the founder shares are automatically convertible into Class A
common stock 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 certificate of incorporation. If we submit our initial
business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and
any public shares purchased during or after the Public Offering in favor of our initial business combination.


 






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The founder shares will
automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of our
initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A
common stock or equity-linked securities are issued or deemed issued in connection with our initial business combination,
the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate,
on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion
(after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number
of shares of Class A common stock 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 shares of Class A common stock or equity-linked securities or rights exercisable for or convertible
into shares of Class A common stock 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 to occur
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 common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock 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, capital stock exchange or other similar transaction
that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other
property.


 


Preferred Stock


 


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


 


Warrants


 


Public Stockholders’
Warrants


 


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


 






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


 


We have agreed that
as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the
Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering
the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of our initial business combination, 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 common stock 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 best efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied
by the excess of the “fair market value” (defined below) 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 common stock 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 share of Class A common stock equals or exceeds $18.00.


 


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


 


		●	in whole and not in part;



 






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		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written
notice of redemption to each warrant holder; and



 


		●	if, and only if, the closing price of the Class A
common stock for any 20 trading days within a 30-trading day period ending three trading days before we send 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”).



 


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


 


We have established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. 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 common stock 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 Stockholders’ 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 share of Class A common stock equals or exceeds $10.00.


 


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


 


		●	in whole and not in part;



 


		●	at $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” (as defined below) of our Class A common stock except as otherwise described below;



 


		●	if, and only if, the Reference Value (as defined above
under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals
or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants —
Anti-Dilution Adjustments”); and



 


		●	if the Reference Value is less than $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”),
the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with
respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.



 


Beginning on the date
the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on
a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that a warrant holder
will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the
“fair market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to
exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume
weighted average price of our Class A common stock during the 10 trading days immediately following the date on which the
notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes
the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair
market value no later than one business day after the 10-trading day period described above ends. Pursuant to the Warrant
Agreement, references above to Class A common stock shall include a security other than Class A common stock into which
the Class A common stock have been converted or exchanged for in the event we are not the surviving company in our initial
business combination. The numbers in the table below will not be adjusted when determining the number of shares of Class A
common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.


 






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


 


	 	 	Fair Market Value of Class A Common Stock	 
	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	 



 






    7


     


    

 


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


 


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


 


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


 


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


 






    8


     


    

 


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 common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments


 


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


 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to all or substantially all of the holders of the Class A common stock on account of such Class A common stock
(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 common stock during the 365-day period ending on the date of declaration of such dividend or distribution does
not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions
that resulted in an adjustment to the exercise price or to the number of shares of Class A common stock issuable on exercise
of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50 per share, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed
initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection
with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing
of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
by December 15, 2022 or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business
combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial
business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such
event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A
common stock in respect of such event.


 


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


 


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


 






    9


     


    

 


In addition, if (x) we
issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per 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 stockholders or their respective affiliates, without taking into account any founder shares held by our
initial stockholders 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 common stock during the 20 trading day
period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, 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 described above
under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the
$10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of
the Market Value and the Newly Issued Price.


 


In case of any reclassification
or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par
value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are
dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants
immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in
such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a
national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty
days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Warrant Agreement
based on the Black-Scholes 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 were 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, and that all other modifications or amendments will require the vote or written consent
of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms
of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the
Warrant Agreement, which is filed as an exhibit to this Form 10-K, for a complete description of the terms and conditions applicable
to the warrants.


 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting
rights until they exercise their warrants and receive Class A common stock. After the issuance of Class A common stock
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 stockholders.


 






    10


     


    

 


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 shares of Class A common
stock to be issued to the warrant holder.


 


Private Placement Warrants


 


Except as described
below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the
units in the Public Offering. The private placement warrants (including the Class A common stock issuable upon exercise of
the private placement warrants) are not transferable, assignable or salable until 30 days after the completion of our initial
business combination (except pursuant to 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 the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by
our sponsor or its permitted transferees (except as otherwise set forth herein). Our sponsor, or its permitted transferees, has
the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders
other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering.


 


If holders of the private
placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “Sponsor fair
market value” (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these
purposes, the “Sponsor fair market value” shall mean the average reported closing price of the Class A common
stock for the 10 trading days ending on the third trading day prior to the date on which the notice of 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 our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with
us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We have policies in place that restrict insiders from selling our securities except during specific
periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade
in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could exercise their warrants and sell the Class A common stock received upon such exercise freely in the open market
in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a
result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


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 $1.00 per
warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


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


 


Dividends


 


We have not paid any
cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of 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.


 






    11


     


    

 


Our Transfer Agent and Warrant Agent


 


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


 


Amended and Restated Certificate of
Incorporation


 


Our amended and restated
certificate of incorporation contains certain requirements and restrictions relating to the Public Offering that will apply to
us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders
of 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common stock, may participate
in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they
choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	If we are unable to complete our initial business
combination by December 15, 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 and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all
cases subject to the requirements of other 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
as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended
and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months
from the closing of the Public Offering or (y) amend the foregoing provisions;



 


		●	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 executive 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 stockholder vote on our initial business combination
is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether
or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with
the opportunity to redeem their public shares by one of the two methods listed above;



 






    12


     


    

 


		●	We must consummate an initial business combination
with one or more operating businesses or assets with a fair market value of at least 80% of the assets held in the trust account
(net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting
commissions) at the time of the agreement to enter into the initial business combination;



 


		●	If our stockholders approve an amendment to our amended
and restated certificate of incorporation 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 15, 2022, or with respect to any other provisions relating to stockholders’ rights or pre-initial business
combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A
common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
divided by the number of then outstanding public shares, subject to the limitations described herein; 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 certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001.


 


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


 


We will be subject to
the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of the Public Offering. This statute
prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding
voting stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three
years following the date that the stockholder became an interested stockholder.



 


A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that
made the stockholder an “interested stockholder,” prior to the date of the transaction;



 






    13


     


    

 


		●	after the completion of the transaction that resulted
in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the
initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by
written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested
stockholder.



 


Our amended and restated
certificate of incorporation provides that our board of directors will be classified into three classes of directors. As a result,
in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual
meetings.


 


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


 


Exclusive Forum for Certain
Lawsuits


 


Our amended and restated
certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed
by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,
officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or
bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs
doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court
of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court
of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days
following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court
of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action is brought outside
of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in
the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is
enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding the
foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to
suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing
to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Any
person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented
to these provisions.


 


Special Meeting of Stockholders


 


Our bylaws provide that
special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer
or by our Chairman.


 


Advance Notice Requirements
for Stockholder Proposals and Director Nominations


 


Our bylaws provide that
stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors
at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business
on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary
date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals
seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify
certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting
of stockholders.


 






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Action by Written Consent


 


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


 


Classified Board of Directors


 


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


 


Class B Common Stock
Consent Right


 


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


 


Securities Eligible for Future Sale


 


Immediately after the
Public Offering we had 51,750,000 shares of common stock outstanding. Of these shares, the shares of Class A common stock
sold in the Public Offering (41,400,000 shares) are freely tradable without restriction or further registration under the
Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144
under the Securities Act. All of the outstanding founder shares (10,350,000 founder shares) and all of the outstanding private
placement warrants (10,280,000 warrants) are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering.


 


Rule 144


 


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


 


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


 


		●	1% of the total number of shares of common stock then
outstanding, which will equal 414,000 shares immediately after the Public Offering; or



 


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



 






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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 Form 8-K reports; and



 


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



 


		●	As a result, our initial stockholders will be able
to sell their founder shares and 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 (i) the
founder shares and (ii) the private placement warrants, including any private placement warrants that may be issued upon conversion
of working capital loans (and the shares of Class A common stock issuable upon exercise of such warrants) have registration
rights to require us to register a sale of any of our securities held by them prior to the consummation of our initial business
combination pursuant to a registration rights agreement. Pursuant to the registration rights agreement and assuming the underwriters
exercise their over-allotment option in full and $1.5 million of working capital loans are converted into private placement
warrants, we will be obligated to register up to 22,130,000 shares of Class A common stock and 11,780,000 warrants. The
number of shares of Class A common stock includes (i) 10,350,000 shares of Class A common stock to be issued upon
conversion of the founder shares, (ii) 10,280,000 shares of Class A common stock underlying the private placement warrants
and (iii) 1,500,000 shares of Class A common stock underlying the private placement warrants issued upon conversion of
working capital loans. The number of warrants includes 10,280,000 private placement warrants and 1,500,000 private placement warrants
issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will
bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common
stock and warrants are currently listed on Nasdaq under the symbol “SNRHU,” “SNRH” and “SNRHW,”
respectively.


 


 


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