Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As of December 31,
2020, DFP Healthcare Acquisitions Corp. has three classes of securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common stock; and (3) our
warrants.


 


The following description
of our units, Class A common stock, and warrants is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our amended and restated certificate of incorporation and our Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is
a part. We encourage you to read our amended and restated certificate of incorporation, our Bylaws and the applicable provisions
of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code).


 


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


 


Description of Units


	Units


 


Each unit has an offering
price of $10.00 and consists of one share of Class A common stock and one-fourth 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
as described in our prospectus (the “Prospectus”). Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of the shares of Company’s 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-fourth of one
warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds four-fourths
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,
subject to adjustment as described in the Prospectus.


 


Description of Class A Common Stock


 


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 second 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
second amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 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 fund our working capital requirements (subject to an annual
limit of $500,000) and/or 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 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 initial stockholders, sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they
hold in connection with the completion of our initial business combination. 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 legal
reasons, we will, pursuant to our second 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 second 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 legal 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 affiliates
in privately-negotiated transactions (as described in the Prospectus), if any, could result in the approval of our initial business
combination even if a majority of our public 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 second 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, sponsor, officers and directors
have agreed to vote any founder shares they hold and any public shares purchased during or after our initial public offering (the
 “Public Offering”) in favor of our initial business combination. Additionally, the Deerfield Funds have
agreed to vote their public shares in favor of our initial business combination, subject to Deerfield Management’s consent
right with respect to our initial business combination. As a result, in addition to our initial stockholders’ founder shares
and the public shares included in the units the Deerfield Funds hold, we would need 2,875,001, or 12.50%, of the 23,000,000 public
shares sold in the Public Offering to be voted in favor of an initial business combination in order to have our initial business
combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally,
each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 






     


     


    

 


Pursuant to
our second amended and restated certificate of incorporation, if we do not complete our initial business combination within 24
months from the closing of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to fund our working capital requirements (subject to an annual limit of
$500,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), 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 within 24 months
from the closing of the Public Offering or during any Extension Period. However, if our initial stockholders or management team
acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our 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 fund our working capital
requirements (subject to an annual limit of $500,000) and/or 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.


 


Description of Class B Common Stock


 


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 being sold in the 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, sponsor, officers and directors have 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 second amended and restated certificate of incorporation
to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business
combination within 24 months from the closing of the Offering or with respect to any other material 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 within 24 months from the
closing of the Offering, 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 second 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 Offering in favor of
our initial business combination, and the Deerfield Funds have agreed to vote the public shares it purchases in the Offering in
favor of our initial business combination, subject to Deerfield Management's consent right with respect to our initial business
combination, described elsewhere in this prospectus.


 






     


     


    

 


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 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.


 


Description of Warrants


 


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


 


We will not
be obligated to deliver any Class A 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 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 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 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.


 


Redemption
of warrants for cash


 


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


 


		•	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 closing price of the common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) 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.



 


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


 


We have established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 






     


     


    

 


Redemption of warrants for cash



 


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


 


		•	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 warrantholder; and



 


		•	if, and only if, the closing price of the common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) 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 warrantholders.



 


 


If and when the warrants become redeemable by us for cash, 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 warrantholder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may
fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of warrants for shares
of Class A common stock 


 


Commencing ninety days after 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 prior to redemption and receive that
number of shares determined by reference to the table below, based on the redemption date and the "fair market value"
of our Class A common stock (as defined below) except as otherwise described below;



 


		•	if, and only if, the last reported sale price of our
Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications,
recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant
holders;



 


		•	if, and only if, the private placement warrants are also
concurrently called for redemption at the same price (equal to a number of shares of Class A common stock) as the outstanding
public warrants, as described above; and



 


		•	if, and only if, there is an effective registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating
thereto available throughout the 30-day period after written notice of redemption is given.



 






     


     


    

 


The numbers in the table below represent the number of shares
of Class A common stock 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 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 based
on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes
the expiration date of the warrants, each as set forth in the table below.


 


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 has 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.


 


The stock 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 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 number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and
the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in
the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 	 
	57 months	 	 	0.257	 	 	0.277	 	 	0.294	 	 	0.310	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.365	 
	54 months	 	 	0.252	 	 	0.272	 	 	0.291	 	 	0.307	 	 	0.322	 	 	0.335	 	 	0.347	 	 	0.357	 	 	0.365	 
	51 months	 	 	0.246	 	 	0.268	 	 	0.287	 	 	0.304	 	 	0.320	 	 	0.333	 	 	0.346	 	 	0.357	 	 	0.365	 
	48 months	 	 	0.241	 	 	0.263	 	 	0.283	 	 	0.301	 	 	0.317	 	 	0.332	 	 	0.344	 	 	0.356	 	 	0.365	 
	45 months	 	 	0.235	 	 	0.258	 	 	0.279	 	 	0.298	 	 	0.315	 	 	0.330	 	 	0.343	 	 	0.356	 	 	0.365	 
	42 months	 	 	0.228	 	 	0.252	 	 	0.274	 	 	0.294	 	 	0.312	 	 	0.328	 	 	0.342	 	 	0.355	 	 	0.364	 
	39 months	 	 	0.221	 	 	0.246	 	 	0.269	 	 	0.290	 	 	0.309	 	 	0.325	 	 	0.340	 	 	0.354	 	 	0.364	 
	36 months	 	 	0.213	 	 	0.239	 	 	0.263	 	 	0.285	 	 	0.305	 	 	0.323	 	 	0.339	 	 	0.353	 	 	0.364	 
	33 months	 	 	0.205	 	 	0.232	 	 	0.257	 	 	0.280	 	 	0.301	 	 	0.320	 	 	0.337	 	 	0.352	 	 	0.364	 
	30 months	 	 	0.196	 	 	0.224	 	 	0.250	 	 	0.274	 	 	0.297	 	 	0.316	 	 	0.335	 	 	0.351	 	 	0.364	 
	27 months	 	 	0.185	 	 	0.214	 	 	0.242	 	 	0.268	 	 	0.291	 	 	0.313	 	 	0.332	 	 	0.350	 	 	0.364	 
	24 months	 	 	0.173	 	 	0.204	 	 	0.233	 	 	0.260	 	 	0.285	 	 	0.308	 	 	0.329	 	 	0.348	 	 	0.364	 
	21 months	 	 	0.161	 	 	0.193	 	 	0.223	 	 	0.252	 	 	0.279	 	 	0.304	 	 	0.326	 	 	0.347	 	 	0.364	 
	18 months	 	 	0.146	 	 	0.179	 	 	0.211	 	 	0.242	 	 	0.271	 	 	0.298	 	 	0.322	 	 	0.345	 	 	0.363	 
	15 months	 	 	0.130	 	 	0.164	 	 	0.197	 	 	0.230	 	 	0.262	 	 	0.291	 	 	0.317	 	 	0.342	 	 	0.363	 
	12 months	 	 	0.111	 	 	0.146	 	 	0.181	 	 	0.216	 	 	0.250	 	 	0.282	 	 	0.312	 	 	0.339	 	 	0.363	 
	9 months	 	 	0.090	 	 	0.125	 	 	0.162	 	 	0.199	 	 	0.237	 	 	0.272	 	 	0.305	 	 	0.336	 	 	0.362	 
	6 months	 	 	0.065	 	 	0.099	 	 	0.137	 	 	0.178	 	 	0.219	 	 	0.259	 	 	0.296	 	 	0.331	 	 	0.362	 
	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 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 average last reported sale price of our Class A common stock for the 10 trading
days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants
is $11 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 average last reported sale price
of our Class A common stock for the 10 trading days ending on the third trading date prior to 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 in connection with this redemption feature for
more than 0.365 shares of Class A common stock per warrant. 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
for cash." 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 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
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.


 


Redemption procedures and cashless exercise


 


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


 






     


     


    

 


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.


 


If the number
of outstanding shares of Class A common stock is increased by a share capitalization 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 share capitalization, 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 to holders of common stock entitling holders to purchase
Class A common stock at a price less than the fair market value will be deemed a share capitalization 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)  the quotient of (x) the price per share of Class A common stock paid in
such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible
into or exercisable for shares of Class A common stock, in determining the price payable for Class A common stock, there
will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) fair market value means the volume weighted average price of shares of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A common stock
trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition,
if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such Class A common stock (or other securities into
which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends or $0.50
per annum subject to adjustment, (c) to satisfy the redemption rights of the holders of Class A common stock in connection
with a proposed initial business combination including in connection with a vote to extend the time we have to complete an 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 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 share split or reclassification
of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share
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 share of Class A common stock.


 


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


 






     


     


    

 


In addition,
if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination, at an issue price or effective issue price of less than $9.20
per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board
of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account
any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance including any transfer
or reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination, and (z) the volume weighted
average trading price of our Class A common stock during the 10 trading day period starting on the trading day after 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 Market Value, and the $18.00
per share redemption trigger price described below under “Redemption of warrants for cash” will be adjusted (to the
nearest cent) to be equal to 180% of the Market Value.


 


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
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, and that all other modifications or amendments 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 has been filed as an exhibit to the registration statement of which this prospectus is a part,
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.


 






     


     


    

 


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.


 


We have agreed that,
subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement
will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or
the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a
favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does
not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are
the sole and exclusive forum.


 


	2.	Private Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will
not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except,
among other limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders —
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 for cash so long
as they are held by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted transferees,
have the option to exercise the private placement warrants on a cashless basis. Except as described in this section, the private
placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the
Public Offering. If the private placement warrants are held by holders other than the initial purchasers or their 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 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 “fair
market value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair
market value. The “fair market value” will mean the average closing price of the Class A common stock for the
10 trading days ending on the third trading day prior to the date on which the notice of 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
initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated with
us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open
market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


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


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 as described under the section of the Prospectus entitled “Principal
Stockholders — Transfers of Founder Shares and Private Placement Warrants,” transfers can be made to our officers
and directors and other persons or entities affiliated with the sponsor.