Exhibit 4.5


 


EUCRATES BIOMEDICAL ACQUISITION CORP.


DESCRIPTION OF SECURITIES


 


We are a company incorporated in the British Virgin
Islands as a BVI business company (company number 2042314) and our affairs are governed by our memorandum and articles of association,
the Companies Act and the common law of the British Virgin Islands. We are authorized to issue an unlimited number of both ordinary shares
of no par value and preferred shares of no par value. The following description summarizes certain terms of our shares as set out more
particularly in our memorandum and articles of association. Because it is only a summary, it may not contain all the information that
is important to you.


 


Units


 


Each unit consists of one ordinary share and one-third
of one warrant. Each whole warrant entitles the holder to purchase one ordinary share exercisable at $11.50 per share, subject to adjustment
as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


Ordinary Shares


 


Under the Companies Act, the ordinary shares are
deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members is maintained by our
transfer agent Continental Stock Transfer & Trust Company, which has entered the name of Cede & Co. in our register
of members on the closing of our initial public offering as nominee for each of our respective public shareholders. If (a) information
that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or
(b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any person who is aggrieved
by the omission, inaccuracy or delay, may apply to the British Virgin Islands Courts for an order that the register be rectified, and
the court may either refuse the application or order the rectification of the register, and may direct the company to pay all costs of
the application and any damages the applicant may have sustained.


 


At any general meeting on a show of hands every
ordinary shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative)
or by proxy will have one vote for each share held on all matters to be voted on by shareholders. Voting at any meeting of the ordinary
shareholders is by show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the
shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken. Prior to the consummation
of our initial business combination, the rights attaching to ordinary shares (including those provisions designed to provide certain rights
and protections to our ordinary shareholders) may only be amended by a resolution of persons holding 65% (or 50% if approved in connection
with our initial business combination) of our outstanding ordinary shares attending and voting on such amendment. Other provisions of
our memorandum and articles of association may be amended prior to the consummation of our initial business combination if approved by
a majority of the votes of shareholders attending and voting on such amendment or by resolution of the directors. Following the consummation
of, or in connection with, our initial business combination, the rights and obligations attaching to our ordinary shares and other provisions
of our memorandum and articles of association may be amended if approved by a majority of the votes of shareholders attending and voting
on such amendment or by resolution of the directors. 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 shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 






     


     


    

 


We may not currently intend to hold an annual
meeting of shareholders until after we consummate our initial business combination. Therefore, if our shareholders want us to hold a meeting
prior to such consummation, they may requisition the directors to hold one upon the written request of members entitled to exercise at
least 30 percent of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin Islands law,
we may not increase the required percentage to call a meeting above such 30 percent level.


 


Our memorandum and articles of association requires
us to provide our public shareholders with the opportunity to redeem their shares upon the consummation 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, including interest (net of
taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein and any limitations
(including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
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 shareholders have agreed to waive their redemption rights with respect to their
founder shares, private shares and public shares in connection with the consummation of our initial business combination. We intend to
obtain shareholder approval in connection with our initial business combination. If we so decide, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we seek shareholder approval (assuming we are not deemed to be a foreign private issuer at such time), we will consummate our
initial business combination only if a majority of the votes of ordinary shareholders who being so entitled attend and vote at the general
meeting are voted in favor of the business combination. However, the participation of our sponsor, officers, directors, advisors or their
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 shareholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding ordinary shares, non-votes will have no effect on the approval of
our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days
nor more than 60 days) prior written notice of any such meeting, if held, at which a vote shall be taken to approve our initial business
combination.


 


If we seek shareholder approval in connection
with our initial business combination (assuming we are not deemed to be a foreign private issuer at such time), our initial shareholders
have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial
business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against
the proposed transaction.


 


Notwithstanding the foregoing, if a shareholder
vote is not required for business or other legal reasons, or if we are deemed to be a foreign private issuer at such time, we will, pursuant
to our memorandum and articles of association, offer to redeem our public shares pursuant to the tender offer rules of the SEC, and
file tender offer documents with the SEC prior to consummating our initial business combination. Our memorandum and articles of association
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules.


 


Pursuant to our memorandum and articles of association,
if we are unable to consummate our initial business combination within 24 months from the closing of our initial public offering,
we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit
in the trust account (net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except
for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account will be effected as required
by and by function of our memorandum and articles of association and prior to any formal voluntary liquidation of the company. Our initial
shareholders have agreed to waive their right to receive liquidating distributions with respect to their founder shares and private shares
if we fail to consummate our initial business combination within 24 months from the closing of our initial public offering. However,
if our initial or any of our officers, directors or affiliates acquire public shares in or after our initial public offering, they will
be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination
within the required time period.


 






    2


     


    

 


Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of legally available funds. In the event of a liquidation or winding
up of the company after our initial business combination, our shareholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders with the redemption rights set forth above.


 


Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of our ordinary shares 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 our initial public offering and 30 days after the completion of our initial business
combination, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units,
you will not be able to receive or trade a whole warrant.


 


The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any ordinary
shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act covering the issuance of the ordinary shares issuable upon exercise of the warrants is then effective and a current
prospectus relating to those ordinary shares is available, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In 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 ordinary share underlying such unit.


 


We have agreed that we will use our commercially
reasonable efforts to file with the SEC and within 90 days following our initial business combination to have declared effective
a registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and to maintain a current
prospectus relating to those ordinary shares until the warrants expire or are redeemed. Notwithstanding the above, if our ordinary shares
are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who
exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by
the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market
value and (B) 0.361. The “fair market value” for this purpose shall mean the volume weighted average price of the ordinary
shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant
agent.


 






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Redemption
of warrants when the price per share of our ordinary shares equals or exceeds $18.00.   Once the warrants
become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private warrants):


 


		·	in whole and not in part;






		·	at a price of $0.01 per warrant;






		·	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder;
and






		·	if, and only if, the last reported sale price of our ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which we send the notice of redemption to the warrant holders.



 


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


 


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


 


Redemption
of warrants when the price per share of our ordinary shares equals or exceeds $10.00.   Once the warrants
become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;






		·	at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that
number of shares of ordinary shares determined by reference to the table below, based on the redemption date and the “fair market
value” of our ordinary shares (as defined below) except as otherwise described below;






		·	upon a minimum of 30 days’ prior written notice of redemption;






		·	if, and only if, the last reported sale price of our ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, 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, there is an effective registration statement covering the issuance of the ordinary shares 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 and






		·	if the closing price of the shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to
the date on which we send the notice of redemption to the warrant holders 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 “ — Anti-Dilution
Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding
public warrants, as described above.



 


The numbers in the table below represent the number
of ordinary shares that a warrant holder will receive upon cashless exercise in connection with a redemption by us pursuant to this redemption
feature, based on the “fair market value” of our ordinary shares on the corresponding redemption date (assuming holders elect
to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on 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.


 






    4


     


    

 


Pursuant to the warrant agreement, references
above to ordinary shares shall include a security other than ordinary shares into which the ordinary shares have been converted or exchanged
for in the event we are not the surviving company in our initial business combination. The numbers in the tables below will not be adjusted
solely as a result of us not being 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 as set
forth in the first three paragraphs under the heading “— Anti-dilution Adjustments” below. 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 Ordinary Shares	 
	Redemption Date (period to expiration
 of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 









 






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The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of ordinary shares to be issued for each warrant exercised will be determined
by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and
later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale price
of our ordinary shares 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 ordinary shares for each whole warrant.
For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported
sale price of our ordinary shares 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 ordinary shares for each whole warrant.
In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 ordinary shares per warrant
(subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot
be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable
for any ordinary shares.


 


Any public warrants held by our officers or directors
will be subject to this redemption feature, except that such officers and directors shall only receive “fair market value”
for such public warrants if they exercise their public warrants in connection with such redemption (“fair market value” for
such public warrants held by our officers or directors being defined as the last reported sale price of the public warrants on such redemption
date).


 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the ordinary shares exceeds $18.00 per share for a specified period
of time. This redemption feature is structured to allow for all of the outstanding warrants (other than the private placement warrants)
to be redeemed when the ordinary shares are trading at or above $10.00 per share, which may be at a time when the trading price of our
ordinary shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility
to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption
of warrants when the price per share of our ordinary shares 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 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 effectively 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.


 






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


 


No fractional ordinary shares will be issued upon
exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of the number of ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable
for a security other than the ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in
our initial business combination), the warrants may be exercised for such security.


 


Redemption
Procedures and Cashless Exercise.   If we call the warrants for redemption as described above under “—
Redemption of warrants when the price per share of our ordinary shares equals or exceeds $18.00,” our management will have the option
to require all holders that wish to exercise warrants to do so on a “cashless basis” (such option, the “Cashless Exercise
Option”). 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 ordinary shares issuable upon the exercise of our warrants. In such event, each holder would pay the
exercise price by surrendering the warrants for that number of ordinary shares equal to the lesser of (A) the quotient obtained by
dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the excess of the “fair market
value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair
market value” for this purpose shall mean the average last reported sale price of the ordinary shares 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 Cashless Exercise Option, the notice of redemption will contain the information necessary to calculate the number of
ordinary shares 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 Cashless Exercise Option 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 Cashless
Exercise Option, our sponsor, founders and their permitted transferees would still be entitled to exercise their private 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 management
taken advantage of this Cashless Exercise Option, 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), would beneficially own in excess
of 9.8% (or such other amount as a holder may specify) of the ordinary shares outstanding immediately after giving effect to such exercise.


 






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Anti-Dilution
Adjustments.   If the number of outstanding ordinary shares is increased by a stock dividend payable in
ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such stock dividend, split-up
or similar event, the number of ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase
in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase ordinary shares at a
price less than the fair market value will be deemed a stock dividend of a number of ordinary shares equal to the product of (1) the
number of ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for ordinary shares) multiplied by (2) one minus the quotient of (x) the price per
ordinary share paid in such rights offering divided by (y) the fair market value. For these purposes (1) if the rights offering
is for securities convertible into or exercisable for ordinary shares, in determining the price payable for ordinary shares, there will
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (2) fair market value means the volume weighted average price of our ordinary shares as reported during the ten trading day period
ending on the trading day prior to the first date on which the ordinary shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of ordinary shares on account
of such shares (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above,
(b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of ordinary shares in connection with
a proposed initial business combination, (d) to satisfy the redemption rights of the holders of ordinary shares in connection with
a stockholder vote to amend our memorandum and articles of association (I) to modify the substance or timing of our obligation to
allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 24 months from the closing of our initial public offering or (II) with respect to any other
provision 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 our ordinary shares in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional shares
or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue
price or effective issue price of less than $9.20 per 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 founders or their affiliates, without taking into account any founder
shares held by our founders or their affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions),
and (z) the volume weighted average trading price of our shares during the 20 trading day period starting on the trading day prior
to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the
newly issued price, and the $18.00 per share redemption trigger price described above under “Redemption of warrants when the price
per share 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.


 






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In case of any reclassification or reorganization
of the outstanding ordinary shares (other than those described above), or in the case of any merger or consolidation of us with or into
another corporation (other than a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of
the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
warrants and in lieu of the shares of our ordinary shares immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger
or consolidation, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be
deemed to be the weighted average of the kind and amount received per share by such holders in such merger or consolidation that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided
for in the company’s memorandum and articles of association or as a result of the redemption of ordinary shares by the company if
a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding ordinary shares, the holder of a warrant will
be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such
offer and all of the ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of ordinary shares in such a transaction
is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as
defined in the warrant agreement) of the warrant.


 


The warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy
of the warrant agreement, which is filed as an exhibit to our Annual Report on Form 10-K, for a description of the terms and conditions
applicable to the warrants. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent
of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant
agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective provision
or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties
to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at least 50% of the
then outstanding public warrants and, solely with respect to any amendment to the terms of the private warrants or any provision of the
warrant agreement with respect to the private warrants, at least 50% of the then outstanding private warrants.


 


The warrant holders do not have the rights or
privileges of holders of our ordinary shares and any voting rights until they exercise their warrants and receive our ordinary shares.
After the issuance of our ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held
of record on all matters to be voted on by stockholders.


 


No fractional warrants will be issued upon separation
of the units and only whole warrants will trade.


 






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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 designates 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” in our Annual
Report on Form 10-K. 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.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company.


 


Memorandum and Articles of Association


 


As set forth in the memorandum of association,
the objects for which are established are unrestricted and we shall have full power and authority to carry out any object not prohibited
by the Companies Act or as the same may be revised from time to time, or any other law of the British Virgin Islands.


 


Our memorandum and articles of association contains
provisions designed to provide certain rights and protections to our ordinary shareholders prior to the consummation of our initial business
combination. These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with our initial business
combination) of our outstanding ordinary shares attending and voting on such amendment. Our initial shareholders will participate in any
vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. Prior to our
initial business combination, if we seek to amend any provisions of our memorandum and articles of association relating to shareholders’
rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public
shares in connection with any such vote on any proposed amendments to our memorandum and articles of association. We and our directors
and officers have agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and
timing of our obligation to redeem our public shares if we are unable to consummate our initial business combination within 24 months
from the closing of our initial public offering. Our initial shareholders have agreed to waive any redemption rights with respect to any
founder shares, private shares and any public shares they may hold in connection with any vote to amend our memorandum and articles of
association prior to our initial business combination.


 


Specifically, our memorandum and articles of association
provide, among other things, that:


 


		·	If we are unable to consummate our initial business combination within 24 months from the closing of our initial public offering,
we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate amount then on deposit
in the trust account (net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except
for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account shall be effected as required
by function of our memorandum and articles of association and prior to commencing any voluntary liquidation;



 


		·	except in connection with the consummation of our initial business combination, prior to our initial business combination, we may
not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on any initial business combination;



 






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		·	although we do not intend to enter into our initial business combination with a target business that is affiliated with our sponsor,
our directors or officers, we are not prohibited from doing so. In the event we seek to complete our initial business combination with
a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion
from an independent accounting firm, or independent investment banking firm that our initial business combination is fair to our company
from a financial point of view; and



 


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



 


In addition, our memorandum and articles of association provide 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
upon the consummation of our initial business combination.


 


Changes in Authorized Shares


 


We are authorized to issue an unlimited number
of shares, which will have rights, privileges, restrictions and conditions attaching to them as the shares in issue. We may by resolution
of directors or shareholders:


 


		·	consolidate and divide all or any of our unissued authorized shares into shares of larger or smaller amount than our existing shares;






		·	cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person;
or






		·	create new classes of shares with preferences to be determined by resolution of the board of directors to amend the memorandum and
articles of association to create new classes of shares with such preferences at the time of authorization, although any such new classes
of shares, with the exception of the preferred shares, may only be created with prior shareholder approval.



 


Pre-emption Rights


 


There are no pre-emption rights applicable to
the issuance of new shares under our memorandum and articles of association.


 


Variation of Rights of Shares


 


As permitted by the Companies Act and our memorandum
of association, we may vary the rights attached to any class of shares only with: (i) in the case of the ordinary shares prior to
our initial business combination, the consent of not less than 65% (or 50% if for the purposes of approving, or in connection with, the
consummation of our initial business combination) of the votes who are in attendance and vote at a meeting, or (ii) in the case of
the preferred shares, 50% of the votes of shareholders who being so entitled attend and vote at a meeting of such shares, except, in each
case where a greater majority is required under our memorandum and articles of association or the Companies Act, provided that that for
these purposes the creation, designation or issue of preferred shares with rights and privileges ranking in priority to an existing class
of shares is deemed not to be a variation of the rights of such existing class and may in accordance with our memorandum and articles
of association be effected by resolution of directors without shareholder approval.


 






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