Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


Pursuant to our amended and
restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par
value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par
value. The following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain
all the information that is important to you.


 


Units


 


Each unit has an offering
price of $10.00 and consists of one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to
the warrant agreement, no fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase a multiple of two units, the number of warrants issuable to you upon separation of the units will be rounded down
to the nearest whole number of warrants. The Class A common stock and warrants comprising the units began separate trading on October
8, 2020. Because the shares of Class A common stock and warrants have commenced separate trading, holders have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into shares of Class A common stock and warrants.


 


Common Stock


 


As of December 31, 2020, 29,400,00
shares of our common stock are outstanding, consisting of:


 


	 	·	23,650,000 shares of our Class A common stock; and


 


	 	·	5,750,000 shares of our Class B common stock.


  


Nomura has entered into a
forward purchase agreement with us, which will provide for the purchase by Nomura of our public shares for an aggregate purchase price
of up to $100.0 million through, other than as described below, open market purchases or privately negotiated transactions with one or
more third parties. In lieu of purchasing public shares in the open market or privately negotiated transactions, up to $85.0 million of
such aggregate purchase price may instead be in the form of an investment in our equity securities on terms to be mutually agreed between
Nomura and us, to occur concurrently with the closing of our initial business combination. The funds from the sale of the forward purchase
shares received by us may be used as part of the consideration to the sellers in the initial business combination. The forward purchase
agreement will allow Nomura to be excused from its purchase obligation in connection with a specific business combination, in whole or
in part, unless, within five business days following written notice delivered by us of our intention to enter into such business combination,
Nomura notifies us that it has decided to proceed with the purchase. Nomura may decide not to proceed with the purchase for any reason,
including, without limitation, if it has determined that such purchase would constitute a conflict of interest. Nomura’s forward
purchase commitment will be reduced by the aggregate amount of commitments by third parties to purchase our securities, if any, in private
placements to occur concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement
are not affected by any redemptions by our public stockholders of shares of our Class A common stock.


 


Nomura has also indicated
its intent, if so requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $400 million
of additional financing for us in the form of equity or debt (or a combination thereof) in connection with our initial business combination,
subject to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination.
The forward purchase and forward financing arrangements are not anticipated to have any impact on the redemption price of the Class A
common stock, the conversion ratio of Class B common stock to Class A common stock or the exercise of the warrants.


 






     


     


    

 


Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders
of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required
by law. Unless specified in our amended and restated certificate of incorporation or bylaws, 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. There is no cumulative voting with respect to the election of directors, with
the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated
certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into an
initial business combination, we may (depending on the terms of such an initial 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 initial business combination
to the extent we seek stockholder approval in connection with our initial business combination.


 


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 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 as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account will initially be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers,
directors and Nomura have agreed to waive their redemption rights with respect to any founder shares, private shares and any public shares
held by them in connection with the completion of our initial business combination. Unlike many blank check 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 amended
and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer
documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires
these tender offer documents to contain substantially the same financial and other information about the 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 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 stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting.


  


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 stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares
of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These
quorum and voting thresholds, and the voting agreements of our sponsor, officers and directors, may make it more likely that we will consummate
our initial business combination.


 






     


     


    

 


If we seek stockholder approval
in connection with our initial business combination, our sponsor, officers, directors and Nomura have agreed to vote any founder shares
and private shares held by them and any public shares purchased during or after our initial public offering (including in open market
and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to the founder shares and
private shares held by our sponsor, officers, directors and Nomura, we may need only 950,001, or approximately 4.13%, of the 23,000,000
public shares sold in our initial public offering to be voted in favor of an initial business combination (assuming only a quorum is present
at the shareholders meeting) in order to have our initial business combination approved. Any forward purchase shares issued by us to Nomura
will not be entitled to vote on our initial business combination since those shares will not be issued until the closing of such transaction,
although Nomura may elect to purchase (and vote) shares from existing stockholders. Additionally, each public stockholder may elect to
redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described
in the preceding paragraph).


 


Pursuant to our amended and
restated certificate of incorporation, if we are unable to complete our initial business combination within 18 months from the closing
of our initial 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 subject to lawfully available funds therefor, redeem 100% of the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on
the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor, officers, directors and Nomura have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares and private shares held by them if we fail to complete our initial business combination
within 18 months from the closing of this offering. However, if our initial stockholders acquire public shares in or after this 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 an initial 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 stock,
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 stockholders with the opportunity to redeem their public
shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our
initial business combination, subject to the limitations described herein.


 


Founder Shares and Private Shares


 


The founder shares and private
shares are identical to the shares of Class A common stock included in the units sold in our initial public offering, and holders of founder
shares and private shares have the same stockholder rights as public stockholders, except that (i) the founder shares and private shares
are subject to certain transfer restrictions, as described in more detail below, (ii) our 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,
private shares and any public shares held by them in connection with the completion of our initial business combination, (B) to waive
their redemption rights with respect to their founder shares, private shares and public shares in connection with a stockholder vote to
approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of the ability of
holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of
our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering
or (y) with respect to any other provision 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 and private shares held by
them if we fail to complete our initial business combination within 18 months from the closing of our initial punlic 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, (iii) the founder shares are shares of our Class B common stock that will automatically
convert into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment
as described herein and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders
for a vote, our sponsor, officers, directors and Nomura have agreed to vote any founder shares and private shares held by them and any
public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions) in
favor of our initial business combination. Permitted transferees of the founder shares held by our sponsor, officers, directors and Nomura
would be subject to the same restrictions applicable to our sponsor, officers, directors and Nomura, respectively.


 






     


     


    

 


The shares of Class B common
stock will automatically convert into shares of Class A common stock at the time 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 excess of the amounts offered in this prospectus and related to the closing of the initial business combination, the
ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of
a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed
issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,
in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion
of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial
business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business
combination, the private placement units and any private placement-equivalent units issued to our sponsor or its affiliates upon conversion
of loans made to us and any securities issued pursuant to the forward purchase agreement). We cannot determine at this time whether a
majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement
for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii)
negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment
is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage
ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of
holders of both classes of our common stock. The issuance of the forward purchase shares will not result in such an adjustment to the
conversion of our Class B common stock. Holders of founder shares may also elect to convert their shares of Class B common stock into
an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common
stock issues in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.


 


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 or related to our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A six months after
the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale
price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or
other property.


 






     


     


    

 


Preferred Stock


 


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


 


Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days after the completion
of our initial business combination. 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. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade. Accordingly, unless a holder purchases a multiple of two units, the number of warrants issuable
to such holder upon separation of the units will be rounded down to the nearest whole number of warrants.


 


We will not be obligated to
deliver any shares of 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 shares of 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 shares of Class A common stock upon exercise of a warrant
unless 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 are not registering the
shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable,
but in no event later than 30 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 shares of Class A common stock issuable upon exercise
of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following the closing
of our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of
the warrants, 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 60th business day after the
closing of our initial business combination, warrantholders 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. If that exemption, or another exemption, is not available,
holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, we may call the warrants
for redemption:


 


	 	·	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 last reported sale price of the Class A common stock 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 warrantholders.


 


If and when the warrants become
redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is
not exempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification.
We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of those states in which the warrants
were offered by us in this offering.


 


We have established the last
of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrantholder
will be entitled to exercise 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 dividends, reorganizations, recapitalizations and the like)
as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise 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 shares of Class A
common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average last reported sale
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 warrants for
cash or on a cashless basis using the same formula described above that other warrantholders would have been required to use had all warrantholders
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% (or such other amount as a holder may specify) of the shares of 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 stock dividend payable in shares of Class A common stock, or by a split-up of shares
of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number
of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common
stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to
the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minus the
quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price
payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price 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 shares of Class A common
stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






     


     


    

 


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of Class A common stock on account of such shares of Class A common stock (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 Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights
of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation
(i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial
business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
18 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 Class A
common stock in respect of such event.








 


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


 


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


 


In case of any reclassification
or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value
of such shares of 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 shares of 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 shares of our Class A common stock 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. 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 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 the consummation of such applicable event, the warrant exercise price will be reduced as specified in the
warrant agreement based on the Black-Scholes 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
in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for the
loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of
the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument
is available.


 






     


     


    

 


The warrants will be 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 this Annual Report on Form 10-K, for a complete description of
the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least
65% of the then outstanding warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


In addition, if we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a newly issued price of less than $9.20 per share of 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 or private placement securities held by them, as applicable, prior to such issuance), the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


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 warrantholders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their
warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants,
each holder will be entitled to one (1) 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 warrantholder.


 


Private Warrants


 


The private warrants (including
the Class A common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other
persons or entities affiliated with or related to our sponsor or Nomura, as applicable, each of whom will be subject to the same transfer
restrictions) and they will not be redeemable by us so long as they are held by our sponsor, Nomura or their respective permitted transferees.
Our sponsor, Nomura or their respective permitted transferees, have the option to exercise the private warrants on a cashless basis. Except
as described below, the private warrants have terms and provisions that are identical to those of the warrants being sold as part of the
units in our initial public offering, including as to exercise price, exercisability and exercise period. If the private warrants are
held by holders other than the sponsor, Nomura or their respective permitted transferees, the private 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 this offering.


 


If holders of the private
warrants elect to exercise them on a cashless basis, they 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 shares of Class A common
stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average last reported sale 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 sponsor, Nomura or their respective permitted transferees is because it is not known at this time whether they will be
affiliated with us following an initial business combination. If they are affiliated with us following an initial business combination,
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 sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open
market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such
warrants on a cashless basis is appropriate.


 






     


     


    

 


Our sponsor and Nomura have
agreed not to transfer, assign or sell any of the private 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, among other limited
exceptions, to our officers and directors and other persons or entities affiliated with or related to our sponsor or Nomura, as applicable,
each of whom will be subject to the same transfer restrictions.


  


Dividends


 


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


 


Our Transfer Agent and Warrant Agent


 


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


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate
of incorporation contains certain requirements and restrictions relating to our initial public offering that will apply to us until the
completion of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common
stock. Our initial stockholders (including Nomura), who collectively beneficially own 19,86% of our common stock as of the date hereof
(including the private shares), will participate in any vote to amend our amended and restated certificate of incorporation and will have
the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among
other things, that:


 


	 	·	If we are unable to complete our initial business combination within 18 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;


 






     


     


    

 


	 	·	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;


  


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


 


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


 


	 	·	If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of the ability of holders of our public shares to seek redemption in connection with our initial business combination or our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of this offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares; and


 


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


 


In addition, our amended and
restated certificate of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’
fees and commissions.


 


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


 


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


 


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


 


	 	·	an affiliate of an interested stockholder; or


 


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


 


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


 






     


     


    

 


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


 





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


 


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


 


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


 


Exclusive forum for certain lawsuits


 


Our amended and restated certificate
of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State
of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action
arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall
have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,
and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although
our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


Our amended and restated certificate
of incorporation will provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


Special meeting of stockholders


 


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


 


Advance notice requirements for stockholder proposals and director
nominations


 


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


 






     


     


    

 


Action by written consent


 


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


 


Class B Common Stock Consent Right


 


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


 


Securities Eligible for Future Sale


 


We have 29,400,000 shares
of common stock outstanding. Of these shares, the 23,650,000 shares sold in our initial public offering are freely tradable without restriction
or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule
144 under the Securities Act. All of the remaining 5,750,000 shares, including all 650,000 private placement units are restricted securities,
in that they were issued in private transactions not involving a public offering, and the shares of Class B common stock and private placement
units are subject to transfer restrictions as set forth elsewhere in our Annual Report on Form 10-K.


 


Rule 144


 


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


 


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


 


	 	·	1% of the total number of shares of Class A common stock then outstanding, which equals 236,500 shares as of the date hereof;


  


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Registration Rights


 


The holders of the founder
shares, private placement units, private shares, private warrants, securities issuable pursuant to the forward purchase agreement, units
that may be issued upon conversion of working capital loans and shares of Class A common stock and the warrants issued as part of such
units (and any shares of Class A common stock issuable upon the exercise of the private warrants, upon the exercise of the warrants included
as part of the units that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled
to registration rights pursuant to a registration rights agreement signed in connection with our initial public offering, requiring us
to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders
of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions
resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing of Securities


 


Our units, Class A common
stock and warrants are currently listing on Nasdaq under the symbols “LCAPU,” “LCAP” and “LCAPW,”
respectively. The shares of our Class A common stock and warrants are listed separately and as a unit on Nasdaq.