Exhibit 4.2


 


Description
of Securities


 


As
of December 31, 2020, Bright Lights Acquisition Corp. (“we,” “our,” “us” or the “company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): (i) its units, each consisting of one share of Class A common stock and one-half of
one redeemable warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) redeemable warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50. In addition, this Description
of Securities also references the company’s Class B common stock, par value $0.0001 per share (the “Class B
common stock” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act
but are convertible into Class A common stock. The description of the Class B common stock is included to assist in
the description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor” are
to Bright Lights Sponsor LLC and references to our “initial stockholders” are to our sponsor and certain independent
directors, as they held our founder shares prior to our initial public offering (our “IPO”).


 


We are a
Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 400,000,000 shares of common stock, $0.0001
par value each, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock,
as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of
our capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a
summary, it may not contain all the information that is important to you.


 


Units


 


Each unit
consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to
the warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants
only for a whole number of the shares of Company’s Class A common stock. This means only a whole warrant may be exercised
at any given time by a warrant holder.


 


Holders
have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. Additionally,
the units will automatically separate into their component parts and will not be traded after completion of our initial business
combination. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Common Stock


 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A
common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote
of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as
required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares
of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being
elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common
stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required
to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class
(except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 




     


     


    

 


In accordance
with the corporate governance requirements of The Nasdaq Capital Market (“Nasdaq”), we are not required to hold an
annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b)
of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance
with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting
of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in
compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold
an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will
provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account calculated as of two business days prior to the consummation of our initial business combination, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial
stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and public shares they hold in connection with (i) the completion
of our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation that would affect 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 completed an initial business combination within 24
months from the closing of the IPO.


 


Unlike many
special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder
vote for business or other legal reasons, we will, pursuant to our 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 our initial business combination and the redemption rights
as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or
we decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of
common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers,
directors, advisors or their respective affiliates in privately-negotiated transactions, if any, could result in the approval
of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against
such initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


If we seek
stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares,
without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares
will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer
a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not
receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a
result, such stockholders will continue to hold that number of shares exceeding 20% and, in order to dispose such shares would
be required to sell their shares in open market transactions, potentially at a loss.


 




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If we seek
stockholder approval in connection with our initial business combination, our initial stockholders, officers and directors have
agreed to vote any founder shares they hold and any public shares purchased during or after the IPO
 in favor of our initial
business combination. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or
against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
24 months from the closing of the IPO or during any extended time that we have to consummate a business combination as a
result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension Period”),
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial
stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24
months from the closing of the IPO or during any Extension Period. However, if our initial stockholders or management team
acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event
of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for
each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders
with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject
to the limitations described herein.


 


Founder Shares


 


The founder
shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A
common stock included in the units sold in the IPO, and holders of founder shares have the same stockholder rights
as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in
more detail below, (ii) our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares they
hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect
to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended
and restated certificate of incorporation 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 IPO or with respect to any other provisions relating to stockholders’ rights
or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account
with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the
closing of the IPO or during any Extension Period, although they will be entitled to liquidating distributions from the
trust account with respect to any public shares they hold if we fail to complete our initial business combination within such
time period, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with
or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment as described herein and in our amended and restated certificate of incorporation. If we submit our
initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder
shares and any public shares purchased during or after the IPO in favor of our initial business combination.


 




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The founder
shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation
of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for
stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided
herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued
in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion
of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A
common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock
by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with
or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked
securities or rights exercisable or exchangeable for or convertible into shares of Class A common stock issued, or to be
issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or
directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less
than one-for-one basis.


 


With certain
limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other
persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business
combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, and (B) the date following the completion of our
initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that
results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other
property. Up to 750,000 founder shares will be forfeited by our sponsor depending on the exercise of the over-allotment option.


 


Preferred Stock


 


Our amended
and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors are 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 are able to, without stockholder
approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other
rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue
shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. We have no shares of preferred stock outstanding at the date hereof.


 


Warrants


 


Public Stockholders’
Warrants


 


Each whole
warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days
after the completion of our initial business combination, provided in each case that we have an effective registration statement
under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current
prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities,
or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its
warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a
given time by a warrant holder.  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.


 




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We will
not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to
settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of
Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is
not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price
for the unit solely for the share of Class A common stock underlying such unit.


 


We have
agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our commercially
reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective
by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common
stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the
exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in
this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on
the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption of warrants
when the price per share of Class A common stock 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 to each warrant holder;
                                         and



 


		●	if,
                                         and only if, the closing price of the Class A common stock 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 “— Warrants —
                                         Public Stockholders’ Warrants — Anti-dilution adjustments”) for
                                         any 20 trading days within a 30-trading day period ending three trading days before we
                                         send the notice of redemption to the warrant holders.



 


We will
not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those
shares of Class A common stock is available throughout the 30-day redemption period. 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. None of the private placement warrants will be redeemable by us (except as described below
under “— Redeemable Warrants — Public Stockholders’ Warrants — Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by our sponsor
or its permitted transferees.


 




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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.
Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the
exercise price for each warrant being exercised. However, the price of the Class A common stock may fall below the $18.00
redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of
a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants —
Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice
is issued.


 


Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00.


 


Once the warrants become exercisable,
we may redeem the outstanding warrants:


 


		●	in
                                         whole and not in part;



 


		●	at
                                         $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
                                         provided that holders will be able to exercise their warrants 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 common stock except as otherwise described below;



 


		●	if,
                                         and only if, the closing price of our Class A common stock 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 “— Warrants —
                                         Public Stockholders’ Warrants — Anti-dilution adjustments”) 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 our Class A common stock for any 20 trading days within a 30-trading
                                         day period ending three trading days before we send 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
                                         “— Warrants — Public Stockholders’ Warrants —
                                         Anti-dilution Adjustments”), the private placement warrants must also be concurrently
                                         called for redemption on the same terms as the outstanding public warrants, as described
                                         above.



 


Beginning
on the date the notice of redemption is given 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 shares of Class A common stock 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 common stock on the corresponding redemption date (assuming holders
elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based
on volume weighted average price of our Class A common stock 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 common stock shall include a security other than Class A common stock
into which the Class A common stock have been converted or exchanged for in the event we are not the surviving company in
our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares of
Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial
business combination.


 


The 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 “— 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
“— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share price 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 “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below,
the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price
of a warrant pursuant to such exercise price adjustment.


 




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	Redemption Date 	 	Fair Market Value of Class A Common Stock	 
	(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 shares of Class A
common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of
shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based
on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A common stock 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 common stock for each whole warrant. For an example
where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average
price of our Class common stock 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 common stock
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 shares of Class A common stock 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 shares of Class A common
stock.


 




    7


     


    

 


This redemption
feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide
for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A
common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
the outstanding warrants to be redeemed when the Class A common stock are trading at or above $10.00 per share, which may
be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00
per share threshold set forth above under “— Redemption of warrants when the price per share of Class A common
stock 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 our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the
outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding
and would have been exercised or redeemed and we will be required to pay the redemption price to warrant holders if we choose
to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it
is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest
to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


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


 


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


 


Anti-dilution adjustments


 


If the number
of outstanding shares of Class A common stock is increased by a stock capitalization or share dividend payable in Class A
common stock, or by a split-up of common stock or other similar event, then, on the effective date of such stock capitalization
or share dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant
will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering made to all or substantially
all holders of common stock entitling holders to purchase Class A common stock at a price less than the “historical
fair market value” (as defined below) will be deemed a share 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 minus the quotient of (x) the price per share of Class A common stock paid in such rights offering
and (y) the historical 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) “historical fair market value” means the volume weighted average price of Class A common stock as reported
during the 10 trading day period ending on the trading day prior to the first date on which the Class A common stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






    8


     


    

 


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 of the holders of the Class A common stock on account of such Class A common
stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash
dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution
does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions
that resulted in an adjustment to the exercise price or to the number of shares of Class A common stock issuable on exercise
of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50 per share, (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 (A) to modify the substance or timing
of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection with
our initial business combination or 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 within 24 months from the closing of the IPO
or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity,
or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect
of such event.


 


If the number
of outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification
of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share
split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each warrant
will be decreased in proportion to such decrease in outstanding 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 addition,
if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20
per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board
of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account
any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock
during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
trigger price described above under “— Redemption of warrants when the price per share of Class A common stock
equals or exceeds $18.00” and “— Redemption of warrants when the price per share of Class A common stock 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 “— Redemption of
warrants when the price per share of Class A common stock 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.


 




    9


     


    

 


 


In case
of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that
solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into
another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result
in any reclassification or reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection
with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the warrants and in lieu of the Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A
common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within 30 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
were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote
or written consent of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment
to the terms of the private placement warrants, at least 50% of the then outstanding private placement warrants. You should review
a copy of the warrant agreement, for a complete description of the terms and conditions applicable to the warrants.


 


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


 


No fractional
shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A
common stock to be issued to the warrant holder.


 


We have
agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of Delaware or the United States District Court for
the District of Delaware, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any
such action, proceeding or claim. 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.


 






    10


     


    

 


Our Transfer Agent and Warrant
Agent


 


The transfer
agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its
agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts
performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional
misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no
right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably
waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the
future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued,
solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned
thereon.


 


Amended and Restated Certificate
of Incorporation


 


Our amended
and restated certificate of incorporation contains certain requirements and restrictions that will apply
to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the
holders of at least 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common
stock, will participate in any vote
to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	If
                                         we are unable to complete our initial business combination within 24 months from the
                                         closing of the IPO or during any Extension Period, we will (i) cease all operations
                                         except for the purpose of winding up, (ii) as promptly as reasonably possible but
                                         no more than ten business days thereafter, redeem the public shares, at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the trust account,
                                         including interest earned on the funds held in the trust account and not previously released
                                         to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
                                         divided by the number of then outstanding public shares, which redemption will completely
                                         extinguish public stockholders’ rights as stockholders (including the right to
                                         receive further liquidating distributions, if any), and (iii) as promptly as reasonably
                                         possible following such redemption, subject to the approval of our remaining stockholders
                                         and our board of directors, liquidate and dissolve, subject in each case to our obligations
                                         under Delaware law to provide for claims of creditors and in all cases subject to the
                                         requirements of other applicable law;



 


		●	Prior
                                         to our initial business combination, we may not issue additional securities that would
                                         entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
                                         as a class with our public shares (a) on our initial business combination or (b) to
                                         approve an amendment to our amended and restated certificate of incorporation to (x) extend
                                         the time we have to consummate a business combination beyond 24 months from the closing
                                         of the IPO or (y) amend the foregoing provisions;



 


		●	We
                                         are not prohibited from entering into a business combination with a target business that
                                         is affiliated with our sponsor, our directors or our executive officers. In the event
                                         we enter into such a transaction, we, or a committee of independent directors, will obtain
                                         an opinion from an independent investment banking firm which is a member of FINRA or
                                         a valuation or appraisal firm that such a business combination is fair to our company
                                         from a financial point of view;



 


		●	We
                                         will provide our public stockholders with the opportunity to redeem all or a portion
                                         of their public shares upon the completion of our initial business combination either
                                         (i) in connection with a stockholder meeting called to approve the business combination
                                         or (ii) without a stockholder vote by means of a tender offer. If a stockholder
                                         vote on our initial business combination is not required by law and we do not decide
                                         to hold a stockholder vote for business or other legal reasons, we will offer to redeem
                                         our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,
                                         and will file tender offer documents with the SEC prior to completing our initial business
                                         combination which contain substantially the same financial and other information about
                                         our initial business combination and the redemption rights as is required under Regulation
                                         14A of the Exchange Act. Whether or not we maintain our registration under the Exchange
                                         Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity
                                         to redeem their public shares by one of the two methods listed above;



 


		●	So
                                         long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require
                                         that we must complete one or more business combinations having an aggregate fair market
                                         value of at least 80% of the value of the assets held in the trust account (excluding
                                         the deferred underwriting commissions and taxes payable on the interest earned on the
                                         trust account) at the time of our signing a definitive agreement in connection with our
                                         initial business combination;



 




    11


     


    

 


		●	If
                                         our stockholders approve an amendment to our amended and restated certificate of incorporation
                                         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 within 24 months from the closing of the IPO, or with respect to any other provisions relating to stockholders’ rights
                                         or pre-initial business combination activity, we will provide our public stockholders
                                         with the opportunity to redeem all or a portion of their Class A common stock upon
                                         such approval at a per-share price, payable in cash, equal to the aggregate amount then
                                         on deposit in the trust account, including interest earned on the funds held in the trust
                                         account and not previously released to us to pay our taxes, divided by the number of
                                         then outstanding public shares, subject to the limitations described herein; and



 


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



 


In addition,
our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001.


 


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


 


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


 


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



 


		●	an
                                         affiliate of an interested stockholder; or



 


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



 


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


 


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



 


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



 


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



 


Our amended
and restated certificate of incorporation provides that our board of directors will be classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at
two or more annual meetings.


 


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


 






    12


     


    

 


Exclusive forum for certain
lawsuits


 


Our amended
and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against
us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate
of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed
by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as
to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within
ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than
the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the Court
of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought
outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law
in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it
is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply
to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in
writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or
agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly,
there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions
in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined
that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other
than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by
a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall
be deemed to have notice of and consented to these provisions; however, we note that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.


 


Special meeting of stockholders


 


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


 






    13


     


    

 


Advance notice requirements
for stockholder proposals and director nominations


 


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


 


Action by written consent


 


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


 


Classified Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving
staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of
directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or
all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders
of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy
resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in
office.


 


Class B Common Stock
Consent Right


 


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


 


Listing of Securities


 


Our units, Class A common stock
and warrants are listed on Nasdaq under the symbols “BLTSU,” “BLTS” and “BLTSW,” respectively.


 


 


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