Exhibit 4.5


 


DELWINDS INSURANCE ACQUISITION CORP.


 


The following summary
describes the Class A common stock, Par value $0.0001 per share (“Common Stock”) of Delwinds Insurance Acquisition
Corp. (the “Company,” “we,” “us,” and “our”), the Redeemable Public Warrants (“Public
Warrants”), and the Units, each consisting of one share of Class A common stock and one-half of one Public Warrant (“Units”),
which are the securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.


 


The following description
is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our second amended
and restated certificate of incorporation (our “certificate of incorporation”) and our by-laws (our “by-laws”),
each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Class A Common Stock 


 


The Company is authorized
to issue 36,000,000 shares of our Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class
A common stock are entitled to one vote for each share. At December 31, 2020, there were 25,788,750 shares of common stock issued
and outstanding, including:


 


	●	20,757,500  shares of Class A common stock underlying the units sold in our initial public offering; and
	 	 
	●	5,031,250 shares of Class B common stock held by our initial shareholders.



 


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. Our board of directors will be divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected
in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more
than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended
and restated certificate of incorporation authorizes the issuance of up to 36,000,000 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 corporate
governance requirements of the New York Stock Exchange, or the NYSE, we are not required to hold an annual meeting until no later
than one year after our first full fiscal year end following our listing on the NYSE. 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 issued and outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to 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 and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and placement shares and any public shares held by them in connection with the completion of our initial business combination
or certain amendments to our amended and restated certificate of incorporation as described elsewhere in this report. Permitted
transferees of our initial shareholders, directors or officers will be subject to the same obligations. 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 applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable law
or stock exchange listing requirements 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 applicable law or stock exchange listing requirements, 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.


 


The participation of
our sponsor, officers, directors or their respective affiliates in privately-negotiated transactions (as described in this report),
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 issued
and 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. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written
notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum
and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our
initial business combination.


 


If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would
not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to
the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue to hold that
number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss. 


 


If we seek stockholder
approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, officers and directors
have agreed to vote their founder shares, placement shares 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. 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). 


 






    2


     


    

 


Pursuant to our amended
and restated certificate of incorporation, if we are unable to complete our initial business combination by June 15, 2022, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then issued and 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 the case of clauses (ii) and (iii) above to our obligations under Delaware law
to provide for claims of creditors and the requirements of other 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 any founder shares and placement shares held by them if we fail to complete our initial business
combination by June 15, 2022. However, if our initial stockholders acquire public shares in or after our 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 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,
including interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject
to the limitations described herein.


 


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.


 


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 12months from the closing of our initial public offering and 30 days after
the completion of our initial business combination, except as described below. Pursuant to the warrant agreement, a warrantholder
may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be
exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


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


 


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 or a valid exemption from registration is available, including in connection with a cashless
exercise. 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.


 






    3


     


    

 


We have not registered
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 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 covering the shares of Class A common stock issuable upon exercise of
the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective
within a specified period following the consummation of our initial business combination, warrant holders may, until such time
as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of
1933, as amended, or the Securities Act, provided that such exemption is available. In the event of an exercise on a cashless basis,
a holder would pay the warrant exercise price by surrendering the 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” (as defined in the next sentence)
by (y) the fair market value. The “fair market value” is the average reported last 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 exercise is received by
the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. 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 given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and
	 	 	 
	 	●	if, and only if, the reported 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 commencing once the warrants become exercisable and ending on the third trading prior to the date on which we send the notice of redemption to the warrant holders.



 


If and when the warrants
become redeemable by us, we may 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 or 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 the state of residence in those states in which the warrants were offered by us in our initial public offering.


 


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


 






    4


     


    

 


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 reported last 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 placement warrants for cash or on a cashless basis using
the same formula described above that other warrant holders would have been required to use had all warrant holders been required
to exercise their warrants on a cashless basis, as described in more detail below.


 


A holder of a warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise
such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (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 whole warrant will be increased in proportion
to such increase in the issued and 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 and (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 our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination by June 15, 2022 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.


 






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If the number of issued
and 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 issued and 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 issued and 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. However, if such holders were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash
or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if
a proposed initial business combination is presented to the shareholders of the company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued
and outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had
exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class
A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the
warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such
a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities
exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration
minus 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
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.


 






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The warrants are 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 was filed as an exhibit to the registration statement in connection with
our initial public offering, 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 mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this report, or any defective provision, but requires the approval by the holders of at least a majority of the then
issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders of public
warrants.


 


In addition, if (x)
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price (as defined in Warrant Agreement) of less than $9.20
per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of
directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares
held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value (as defined
in the Warrant Agreement) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price
described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and 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 warrant holders 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 of shares of Class A common stock to be issued
to the warrant holder.


 


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


 


Units


 


Each unit consists
of one share of Class A common stock and one-half of one redeemable warrant. Only whole warrants are exercisable. Each whole
warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
as described in this report. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least
two units, you will not be able to receive or trade a whole warrant.


 


Listing


 


The units, Class A
common stock and warrants are listed on the New York Stock Exchange. The Class A common stock and warrants comprising the units
began separate trading on January 29, 2021. Holders need to have their brokers contact our transfer agent in order to separate
the units into Class A common stock and warrants.


 


Our units are listed
on the NYSE, under the ticker symbol “DWIN.U”. The Class A common stock and warrants comprising the units began separate
trading on January 29, 2021, under the symbols “DWIN” and “DWIN.WS,” respectively.


 


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 shareholders,
directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees 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.


 


 


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