Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


The following summary of the material terms
of the securities of ScION Tech Growth I (“we,” “us,” “our” or “the company”),
is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference
to our amended and restated memorandum and articles of association, as may be amended, and the warrant agreement, dated December
16, 2020, between the company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), in each
case incorporated by reference as exhibits to the company’s Annual Report on Form 10-K for the year ended December 31, 2020
(the “Report”), and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles
of association and the Warrant Agreement in their entirety for a complete description of the rights and preferences of our securities.


 


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


 


General


 


We are a Cayman Islands exempted company
(company number 366855) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are
authorized to issue 550,000,000 ordinary shares, $0.0001 par value each, including 500,000,000 Class A ordinary shares and
50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following description
summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association.
Because it is only a summary, it may not contain all the information that is important to you.


 


Description of Public Units


 


Each unit has an offering price of $10.00
and consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in our prospectus (the
“Prospectus”). Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for
a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one-third of one warrant to purchase a Class A ordinary share,
such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable
for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the
units have commenced separate trading on February 5, 2021. Since the Class A ordinary shares and warrants separate trading
date, holders have the option to continue to hold units or separate their units into the component securities. Holders need to
have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No
fractional warrants are issued upon separation of the units and only whole warrants trade. Accordingly, unless you purchased at
least three units, you will not be able to receive or trade a whole warrant.


 


Description of Ordinary Shares


 


As of December 31, 2020, there were 57,500,000
Class A ordinary shares, par value $0.0001, issued and outstanding, and 14,375,000 Class B ordinary shares, $0.0001 par value,
issued and outstanding.


 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders
of Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders except as
required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that
are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions require a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant
to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum
and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed
in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more
than 50% of the shares voted for the appointment of directors can elect all of the directors. However, only holders of Class B
ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of our initial
business combination, meaning that holders of Class A ordinary shares do not have the right to appoint any directors until
after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and
if declared by the board of directors out of funds legally available therefor.


 






     


     


    

 


Because our amended and restated memorandum
and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A
ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent
we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three
classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior
to our first annual general meeting) serving a three-year term.


 


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


 


We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of our initial business combination, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the trust account is initially $10.00 per public share.
The per share amount distributed to investors who properly redeem their shares is not reduced by the deferred underwriting commissions
paid to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct
proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares
for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is
not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our
amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the
SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated
memorandum and articles of association require these tender offer documents to contain substantially the same financial and other
information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business
or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our
sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in the 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 initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated
memorandum and articles of association require that at least five days’ notice will be given of any general meeting.


 






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If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without
our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption
distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their
shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public
shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions) in
favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in the initial public offering to be voted in favor of an initial
business combination in order to have our initial business combination approved (assuming all outstanding shares are voted, the
over-allotment option is not exercised and the parties to the letter agreement do not acquire any Class A ordinary shares).
Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against
the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the
proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination within 24 months from the closing of
the 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, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases
subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to
their founder shares if we fail to complete our initial business combination within 24 months from the closing of the initial public
offering.


 


However, if our sponsor or management team
acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the ordinary shares.


 


Our shareholders have no preemptive or
other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide
our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business
combination, subject to the limitations and on the conditions described herein.


 






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Description of Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in
the initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that
(i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares
are entitled to registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection
with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares
and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months
from the closing of the initial public offering or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing
of the initial public offering, although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within such time period and (D) vote any
founder shares held by them and any public shares purchased during or after the initial public offering (including in open market
and privately-negotiated transactions) in favor of our initial business combination, (iv) the founder shares are automatically
convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business
combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles
of association, and (v) only holders of Class B ordinary shares will have the right to appoint directors in any election held
prior to or in connection with the completion of our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or
equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A
ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A
ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public
shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial business combination (including the forward purchase shares but not the forward purchase warrants),
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary
shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to
our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will
never occur on a less than one-for-one basis.


 


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


 






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Description of Preference Shares


 


Our amended and restated memorandum and
articles of association authorize 5,000,000 preference shares and provide that preference shares 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 shareholder approval, issue preference shares with
voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and
could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We
have no preference shares outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we
cannot assure you that we will not do so in the future.


 


Description of Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at
any time commencing on the later of one year from the closing of the initial public offering or 30 days after the completion of
our initial business combination, provided in each case that we have an effective registration statement under the Securities Act
covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available
(or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement)
and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A
ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants are
issued since separation of the units on February 5, 2021, and only whole warrants trade. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any
Class A 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 with respect to the Class A ordinary shares underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon
exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such
warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event 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 Class A
ordinary share underlying such unit.


 


We have agreed that as soon as practicable,
but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain
the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our
initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event
we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available.


 






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


 


		➤	in whole and not in part;



 


		➤	at a price of $0.01 per warrant; upon a minimum of 30 days’
prior written notice of redemption (the “30-day redemption period”); and



 


		➤	if, and only if, the closing price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant as described under the heading “—Redemption Procedures—Anti-dilution Adjustments”
below) for any 20 trading days within a 30-trading day period ending three business days before 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.


 


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


 


Redemption of warrants when the
price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the
outstanding warrants:


 


		➤	in whole and not in part;



 


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



 


		➤	if, and only if, the closing price of our Class A
ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant as described under the heading “—Redemption Procedures—Anti-dilution Adjustments”
below) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders; and



 


		➤	if the closing price of the Class A ordinary 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 “Description of Securities—Warrants—Public
Warrants—Redemption Procedures—Anti-dilution Adjustments” below), the private placement warrants must also be
concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption
is given and until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The
numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A 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 for these purposes based on the volume-weighted average price
of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date
of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no
later than one business day after the 10-trading day period described above ends.


 


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


 






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


 


	Redemption Date	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each
warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are
57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their
warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption
date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares during the
10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50
per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with
this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will
the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A 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 Class A ordinary shares.


 






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


 


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


 


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


 


Redemption procedures.


 


A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A
ordinary shares outstanding immediately after giving effect to such exercise.


 






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


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially
all the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption
rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, or (d) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the
fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination (excluding any issuance of forward purchase securities) at a Newly Issued Price of less than $9.20 per Class A
ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds
(including from such issuances, the initial public offering and the sale of the forward purchase units), and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the Market Value of our Class A ordinary shares is below $9.20 per share, then the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly
Issued Price, the $18.00 per share redemption trigger prices described above under “Description of Securities—Public
Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent)
to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price
described above under “Description of Securities—Public Warrants—Redemption of warrants when the price per Class A
ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price.


 






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In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such
Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately
prior to such event. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a
transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public
disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any defective provision or 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 the Prospectus, (ii) adjusting the provisions relating to cash
dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) 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, provided that
the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely
affects the interests of the registered holders of public warrants, and, solely with respect to any amendment to the terms of the
private placement warrants, 50% of the then outstanding private placement warrants. You should review a copy of the warrant agreement,
which will be filed as an exhibit to the registration statement of which the Prospectus is a part, for a complete description of
the terms and conditions applicable to the warrants.


 


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


 


Description of Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or saleable until
30 days after the completion of our initial business combination (except, among other limited exceptions as described in the Prospectus,
to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us
so long as they are held by our sponsor, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees,
have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public
offering. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private
placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units
being sold in the initial public offering.


 






    10


     


    

 


If holders of private placement warrants
elect to exercise them on a cashless basis, except as described above under “Redemption of warrants when the price per Class A
ordinary share equals or exceeds $10.00”, they would pay the exercise price by surrendering their warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the
exercise price of the warrants by (y) the Sponsor fair market value. The “Sponsor fair market value” shall mean the
average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior
to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants
will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not
known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us,
their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
restrict insiders from selling our securities except during specific periods.


 


Even during such periods of time when insiders
will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public
information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares
received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly
restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless
basis is appropriate.


 


Description of Forward Purchase Securities


 


In connection with the consummation of
the initial public offering, we have entered into a forward purchase agreement with OrION pursuant to which OrION committed that
it will purchase from us 10,000,000 forward purchase units, or at its option up to an aggregate maximum of 30,000,000 forward purchase
units, each consisting of one Class A ordinary share, or a forward purchase share, and one-third of one warrant to purchase
one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or an aggregate amount of $100,000,000, or
at OrION’s option up to an aggregate amount of $300,000,000, in a private placement that will close concurrently with the
closing of our initial business combination. The forward purchase shares will be identical to the Class A ordinary shares
included in the units being sold in the initial public offering, except that the forward purchase shares will not be transferable
until 30 days following completion of our initial business combination and are subject to registration rights. The forward purchase
warrants will have the same terms as the private placement warrants so long as they are held by OrION or its permitted assignees
and transferees.


 


 


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