Exhibit 4.2


 


DESCRIPTION
OF SECURITIES


 


The following summary of the material terms of the securities
of Authentic Equity Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities
and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by
reference as an exhibit to the company’s Annual Report on Form 10-K for the period ended December 31, 2020 (the “Report”),
and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association in their
entirety for a complete description of the rights and preferences our our securities. 


 


Certain
Terms


 


Unless
otherwise stated in this exhibit or the context otherwise requires, references to:


 


		●	“Amended
                                         and Restated Memorandum and Articles of Association” are to the Amended and Restated
                                         Memorandum and Articles of Association of the Company, adopted and filed on January 14,
                                         2021.



 


		●	“Companies
                                         Law” are to the Companies Act (as amended) of the Cayman Islands as the same may
                                         be amended from time to time;



 


		●	“Forward
                                         Purchase Agreement” are to an agreement between the company and GEPT, pursuant
                                         to which, in exchange for the payment by GEPT to us of $824,500 prior to the closing
                                         of our initial public offering, (i) GEPT may purchase, in its discretion, an amount designated
                                         by the Company, which amount will not exceed the lesser of (A) $50,000,000 of units and
                                         (B) a number of units equal to 19.99% of the pro forma equity outstanding at the time
                                         of the closing of the initial business combination, including but not limited to, any
                                         Ordinary Shares issued in connection with our initial public offering, the Forward Purchase
                                         Agreement or any private placement or other offering or to any seller in the initial
                                         business combination, with each unit consisting of one Class A ordinary share and 0.425
                                         of one redeemable warrant, for a purchase price of $10.00 per unit, in a private placement
                                         transaction to occur concurrently with the closing of our initial business combination,
                                         and (ii) if GEPT makes the purchase described in clause (i) above, we will issue to GEPT,
                                         at the closing of our initial business combination and prior to the conversion of the
                                         Class B Shares into Class A Shares in accordance with the terms thereof: a number of
                                         Class B ordinary shares (the “GEPT Class B ordinary shares”) that is equal
                                         to 12.5% of the aggregate number of Class B ordinary shares outstanding at the time of
                                         our initial business combination prior to the conversion of such Class B ordinary shares
                                         into Class A ordinary shares pursuant to the terms thereof and after giving effect to
                                         the issuance of the GEPT Class B ordinary shares and any other Class B ordinary shares
                                         as a result of anti-dilution rights or other adjustments and the number of Class B ordinary
                                         shares transferred, assigned, sold or forfeited in connection with our initial business
                                         combination but excluding 115,000 Class B ordinary shares from such calculation (provided,
                                         however, that if the Founder Shares are converted into Class A ordinary shares prior
                                         to the date of our initial business combination, GEPT will receive a number of Class
                                         A ordinary shares equal to the number of Class A ordinary shares that it would have been
                                         entitled to pursuant to the GEPT Issuance); and a number of Private Placement Warrants
                                         equal to 12.5% of the aggregate number of Private Placement Warrants at the time of our
                                         initial business combination prior to the conversion of such Class B ordinary shares
                                         into Class A ordinary shares pursuant to the terms thereof and after giving effect to
                                         any Private Placement Warrants transferred, assigned, sold or forfeited in connection
                                         with our initial business combination;



 


		●	“Forward
                                         Purchase Securities” are to the Forward Purchase Shares and Forward Purchase Warrants;



 


		●	“Forward
                                         Purchase Shares” are to Class A ordinary shares to be issued pursuant to the Forward
                                         Purchase Agreement;



 






     


     


    

 


		●	“Forward
                                         Purchase Warrants” are to warrants to purchase Class A ordinary shares to be issued
                                         pursuant to the Forward Purchase Agreement;



 


		●	“Founder
                                         Shares” are to our Class B ordinary shares initially issued to our Sponsor in a
                                         private placement prior to our initial public offering, the Class B ordinary shares to
                                         be issued to GEPT under the Forward Purchase Agreement, if any, and the Class A ordinary
                                         shares that will be issued upon the automatic conversion of the Class B ordinary shares
                                         at the time of our initial business combination or earlier at the option of the holders
                                         thereof (for the avoidance of doubt, such Class A ordinary shares will not be “Public
                                         Shares”);



 


		●	“GEPT”
                                         are to General Electric Pension Trust;



 


		●	“Initial
                                         Shareholders” are to the holders of our Founder Shares prior to our initial public
                                         offering;



 


		●	“Management”
                                         or our “Management Team” are to our executive officers and directors;



 


		●	“Ordinary
                                         Resolution” are to a resolution adopted by the affirmative vote of at least a majority
                                         of the votes cast by the holders of the issued shares present in person or represented
                                         by proxy at a general meeting of the company and entitled to vote on such matter or a
                                         resolution approved in writing by all of the holders of the issued shares entitled to
                                         vote on such matter;



 


		●	“Ordinary
                                         Shares” are to our Class A ordinary shares and our Class B ordinary shares;



 


		●	“Private
                                         Placement Warrants” are to the warrants issued to our Sponsor in a private placement
                                         simultaneously with the closing of our initial public offering and to be issued upon
                                         conversion of working capital loans, if any, and the warrants to be issued to GEPT under
                                         the Forward Purchase Agreement (other than the Forward Purchase Warrants), if any;



 


		●	“Public
                                         Shares” are to our Class A ordinary shares sold as part of the units in our initial
                                         public offering (whether they are purchased in our initial public offering or thereafter
                                         in the open market);



 


		●	“Public
                                         Shareholders” are to the holders of our Public Shares, including our Sponsor and
                                         Management Team to the extent our Sponsor and/or members of our Management Team purchase
                                         Public Shares, provided that our Sponsor’s and each member of our Management Team’s
                                         status as a “Public Shareholder” will only exist with respect to such Public
                                         Shares;



 


		●	“Special
                                         Resolution” are to a resolution adopted by the affirmative vote of at least a two-thirds
                                         (2/3) majority (or such higher threshold as specified in the company’s amended
                                         and restated articles of association) of the votes cast by the holders of the issued
                                         shares present in person or represented by proxy at a general meeting of the company
                                         and entitled to vote on such matter or a resolution approved in writing by all of the
                                         holders of the issued shares entitled to vote on such matter;



 


		●	“Sponsor”
                                         are to Authentic Equity Sponsor LLC, a Delaware limited liability company; and



 


		●	“we,”
                                         “us,” “our,” “company” or “our company”
                                         are to Authentic Equity Acquisition Corp., a Cayman Islands exempted company.



 


We
are a Cayman Islands exempted company and our affairs are governed by our Amended and Restated Memorandum and Articles of Association,
the Companies Law and the common law of the Cayman Islands. Pursuant to our Amended and Restated Memorandum and Articles of Association,
which was adopted prior to the consummation of of our initial public offering, we are authorized to issue 300,000,000 Class A
ordinary shares and 30,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following
description summarizes the material terms of our shares as set out more particularly in our Amended and Restated Memorandum and
Articles of Association. Because it is only a summary, it may not contain all the information that is important to you.


 






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Units


 


Each
unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole
warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as described in our final prospectus related to our initial public offering. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant
may be exercised at any given time by a warrant holder.


 


Our units, Class A ordinary shares and warrants are each traded
on the Nasdaq. Our units commenced public trading on January 15, 2021 under the symbol “AEACU.” Our Class A ordinary
shares and warrants began separate trading on March 8, 2021, under the symbols “AEAC” and “AEACW,” respectively.


 


Holders
will 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 Class A ordinary shares and warrants. 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.


 


We
filed a Current Report on Form 8-K which includes this audited balance sheet and a second Current Report on Form 8-K was filed
to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.


 


Additionally,
the units will automatically separate into their component parts and will not be traded after completion of our initial business
combination.


 


Ordinary
Shares


 


As
of the date of this Report, there were 7,000,000 Class B ordinary shares issued and outstanding, 6,900,000 of which were held
of record by our Sponsor and 100,000 of which were held of record by our independent directors, so that such holders own 20% of
our issued and outstanding shares.


 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described
below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of our shareholders except as required by law. Unless specified in our Amended and Restated Memorandum and
Articles of Association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the
affirmative vote of a simple majority of our Ordinary Shares that are voted is required to approve any such matter voted on by
our shareholders. Approval of certain actions will require a Special Resolution under Cayman Islands law, and pursuant to our
Amended and Restated Memorandum and Articles of Association; such actions include amending our Amended and Restated Memorandum
and Articles of Association and approving a statutory merger or consolidation with another company. Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being
elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Our shareholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior
to our initial business combination, only holders of our Founder Shares will have the right to vote on the election of directors.
Holders of our Public Shares will not be entitled to vote on the election of directors during such time; provided, however, that
if all of the Founder Shares are converted prior to the date of our initial business combination, the holders of our Class A ordinary
shares will have the right to vote on the election of directors. In addition, prior to the completion of an initial business combination,
holders of a simple majority of our Founder Shares may remove a member of the board of directors for any reason. The provisions
of our Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to
our initial business combination may only be amended by a Special Resolution passed by not less than 90% of our Ordinary Shares
who attend and vote at our shareholder meeting.


 






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Because
our Amended and Restated Memorandum and Articles of Association authorize the issuance of up to 300,000,000 Class A ordinary shares,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of Class A ordinary shares which we will be authorized to issue at the same time as our shareholders vote
on the business combination to the extent we seek shareholder approval in connection with our initial business combination.


 


Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with
the corporate governance requirements of Nasdaq, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Law for us to hold annual or general
meetings to elect directors. We may not hold an annual meeting of shareholders to elect new directors prior to the consummation
of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors
may be filled by a nominee chosen by holders of a majority of our Founder Shares. In addition, prior to the completion of an initial
business combination, holders of a simple majority of our Founder Shares may remove a member of the board of directors for any
reason.


 


We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of our initial business combination, including interest
earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the
number of the then-outstanding Public Shares, subject to the limitations described herein. The amount in the trust account is
initially anticipated to be $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. The redemption rights
will include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our Sponsor and
each member of our Management Team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial
business combination and (ii) a shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of
Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed 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 this our initial public offering or
(B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check
companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of Public Shares for cash upon completion of such initial business combinations even when
a vote is not required by law, if a shareholder vote is not required by applicable law or stock exchange listing requirements,
if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
shareholder vote for business or other reasons, we will, pursuant to our Amended and Restated Memorandum and Articles of Association,
conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing
our initial business combination. Our Amended and Restated Memorandum and Articles of Association require these tender offer documents
to contain substantially the same financial and other information about the initial business combination and the redemption rights
as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable
law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other 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 shareholder approval, we will complete our initial business combination only
if a majority of the Ordinary Shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting
are voted in favor of the business combination. However, the participation of our Sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions (as described in the final prospectus), if any, could result in the approval of
our initial business combination even if a majority of our Public Shareholders vote, or indicate their intention to vote, against
such initial business combination. For purposes of seeking approval of the majority of our issued and outstanding Ordinary Shares,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our Amended and Restated
Memorandum and Articles of Association require that at least five days’ notice will be given of any shareholder meeting.


 






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


 


If
we seek shareholder approval, we will complete our initial business combination only if a majority of the Ordinary Shares,
represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the
business combination. In such case, our Sponsor and each member of our Management Team have agreed to vote their Founder
Shares and Public Shares in favor of our initial business combination. As a result, in addition to our initial
shareholders’ Founder Shares, we would need 8,000,001, or 34.8% (assuming all issued and outstanding shares are voted
and the over-allotment option is not exercised), of the 23,000,000 Public Shares sold in this our initial public offering to
be voted in favor of an initial business combination in order to have our initial business combination approved.
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or
against the proposed transaction or vote at all.


 


Pursuant
to our Amended and Restated Memorandum and Articles of Association, if we have not consummated an initial business combination
within 24 months from the closing of this initial public offering, we will (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 income taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely
extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law. Our Sponsor and each member of our
Management Team have entered into an 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 they hold if we fail to consummate an initial business
combination within 24 months from the closing of initial public offering (although they will be entitled to liquidating distributions
from the trust account with respect to any Public Shares they hold if we fail to complete our initial business combination within
the prescribed time frame). Our Amended and Restated Memorandum and Articles of Association will provide that, if a resolution
of the company’s shareholders is passed pursuant to the Companies Law of the Cayman Islands to commence the voluntary liquidation
of the company, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably
possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.


 


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


 






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Founder
Shares


 


The
Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary
shares included in the units being sold in our initial public offering and holders of Founder Shares have the same shareholder
rights as Public Shareholders, except that: (a) prior to our initial business combination, only holders of the Founder Shares
have the right to vote on the election of directors and holders of a majority of our Founder Shares may remove a member of the
board of directors for any reason; (b) the Founder Shares are subject to certain transfer restrictions, as described in more detail
below; (c) our Sponsor and each member of our Management Team have entered into an agreement with us, pursuant to which they have
agreed to (i) waive their redemption rights with respect to their Founder Shares (ii) to waive their redemption rights with respect
to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to our Amended and Restated
Memorandum and Articles of Association (A) that would modify the substance or timing of our obligation to provide holders of our
Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of our initial
public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and
(iii) waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we
fail to consummate an initial business combination within 24 months from the closing of our initial public offering (although
they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if we fail
to complete our initial business combination within the prescribed time frame); (d) the Founder Shares will automatically convert
into our Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof
as described herein; and (e) the Founder Shares are entitled to registration rights. If we seek shareholder approval, we will
complete our initial business combination only if a majority of the Ordinary Shares, represented in person or by proxy and entitled
to vote thereon, voted at a shareholder meeting are voted in favor of the business combination. In such case, our Sponsor and
each member of our Management Team have agreed to vote their Founder Shares and Public Shares in favor of our initial business
combination.


 


The
Founder Shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares. At the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A
ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of
the sum of (i) the total number of Ordinary Shares issued and outstanding upon completion of our initial public offering (less
the total number of Class B ordinary shares forfeited (if any) by the Sponsor to the extent less than 5,000,000 units are purchased
under the Forward Purchase Agreement) and the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase
Agreement, if any, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or
exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to
the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable
for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business
combination and any Private Placement Warrants issued to our Sponsor, its affiliates or any member of our Management Team upon
conversion of working capital loans and any Forward Purchase Warrants. In no event will the Class B ordinary shares convert into
Class A ordinary shares at a rate of less than one-to-one.


 


Except
as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their
Founder Shares until earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our
initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation,
merger, share exchange or other similar transaction that results in all of our Public Shareholders having the right to exchange
their Ordinary Shares for cash, securities or other property. We refer to such transfer restrictions throughout the final prospectus
as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our Sponsor and our
directors and executive officers with respect to any Founder Shares.


 






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Prior
to our initial business combination, only holders of our Founder Shares will have the right to vote on the election of directors.
Holders of our Public Shares will not be entitled to vote on the election of directors during such time; provided, however, that
if all of the Founder Shares are converted prior to the date of our initial business combination, the holders of our Class A ordinary
shares will have the right to vote on the election of directors. In addition, prior to the completion of an initial business combination,
holders of a simple majority of our Founder Shares may remove a member of the board of directors for any reason. These provisions
of our Amended and Restated Memorandum and Articles of Association may only be amended by a Special Resolution passed by not less
than 90% of our Ordinary Shares who attend and vote at our shareholder meeting. With respect to any other matter submitted to
a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law,
holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling
the holder to one vote.


 


Register
of Members


 


Under
Cayman Islands law, we must keep a register of members and there will be entered therein:


 


		●	the
                                         names and addresses of the members, a statement of the shares held by each member, and
                                         of the amount paid or agreed to be considered as paid, on the shares of each member and
                                         the voting rights of shares (and whether such voting rights are conditional);



 


		●	the
                                         date on which the name of any person was entered on the register as a member; and



 


		●	the
                                         date on which any person ceased to be a member.



 


Under
Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register
of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register
of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register
of members. Upon the closing of our initial public offering, the register of members was immediately updated to reflect the issue
of shares by us. The shareholders recorded in the register of members will be deemed to have legal title to the shares set against
their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a
determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the
power to order that the register of members maintained by a company should be rectified where it considers that the register of
members does not reflect the correct legal position. If an application for an order for rectification of the register of members
were made in respect of our Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands
court.


 


Preference
Shares


 


Our
Amended and Restated Memorandum and Articles of Association authorize 1,000,000 preference shares and provide that preference
shares may be issued from time to time in one or more series. Our board of directors 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 is able to, without shareholder
approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of
the holders of the Ordinary Shares and could have anti-takeover effects. The ability of our board of directors to issue preference
shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the
removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently
intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares are being
issued or registered in our initial public offering.


 






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Warrants


 


Public
Shareholders’ and Forward Purchase Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of one year from the closing of our initial public offering
and 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants 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 Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary
shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable
and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable
upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not
satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full
purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


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 9.8% (or such other amount as
a holder may specify) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.


 


We
have agreed that as soon as practicable, but in no event later than twenty 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 ordinary shares issuable upon exercise of the warrants, and we will use our commercially
reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination,
and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares
until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares
are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will
use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not
effective by the 60th day after the closing of the 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,
but we will use our commercially reasonably 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 Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class
A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less
the exercise price of the warrants by (y) the fair market value and (B) 0.365. The “fair market value” as used in
this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the
trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00.


 






    8


     


    

 


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 ordinary shares equals or exceeds $18.00
                                         per share (as adjusted for adjustments to the number of shares issuable upon exercise
                                         or the exercise price of a warrant as described under the heading “— Warrants
                                         — Public Shareholders’ and Forward Purchase 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 ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those
Class A ordinary shares 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 blue sky laws. Any exercise of the warrants by a warrant holder prior to redemption would not be on a cashless basis
and would require the exercising holder to pay the exercise price for each warrant being exercised.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
“— Warrants — Public Shareholders’ and Forward Purchase 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 Class A ordinary share equals or exceeds $10.00.


 


Commencing
90 days after the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $0.10 per warrant;



 


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



 


		●	if,
                                         and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00
                                         per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise
                                         or the exercise price of a warrant as described under the heading “— Warrants
                                         — Public Shareholders’ and Forward Purchase 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 the Class A ordinary shares for any 20 trading days within a
                                         30-trading day period ending on the third trading day prior to the date on which we send
                                         the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted
                                         for adjustments to the number of shares issuable upon exercise or the exercise price
                                         of a warrant as described under the heading “— Warrants — Public Shareholders’
                                         and Forward Purchase 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;



 


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” of our Class
A ordinary shares (as defined below) except as otherwise described below. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment).


 






    9


     


    

 


This
redemption feature differs from the typical warrant redemption features used in other blank check offerings.


 


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 Class A ordinary shares that a warrant holder
will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the
“fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to
exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume
weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the
expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair
market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant
to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares
into which the Class A ordinary shares have been converted or 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 Class A ordinary
shares 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.


 


	Redemption
    Date

    (period to expiration of warrants)	 	Fair
    Market Value of Class A Ordinary Shares
	$10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	18.00
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.364
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362
	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


 






    10


     


    

 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary
shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365
or 366-day year, as applicable. For example, if the volume weighted average price of our Class A ordinary shares during the 10
trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00
per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with
this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where
the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price
of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is
sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for
each whole warrant. Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot
be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not
be exercisable for any Class A ordinary shares.


 


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


 


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


 


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


 


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



 






    11


     


    

 


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 ordinary shares on account of such Class
A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) 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 ordinary shares 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 Class A ordinary shares 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 ordinary shares in connection with a proposed initial
business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder
vote to amend our Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from
the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares, 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 Class A ordinary share
in respect of such event.


 


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


 


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


 


In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination (excluding any Forward Purchase Securities) at an issue price or effective
issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith
by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account
any Founder Shares held by our Sponsor 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 ordinary shares 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 Class A ordinary share equals or exceeds $18.00” and
“— Redemption of warrants when the price per Class A ordinary shares 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 Class A ordinary share
equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.


 






    12


     


    

 


In
case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or
that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result
in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection
with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder
had exercised their warrants immediately prior to such event. 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 consolidation or merger, 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 consolidation or merger 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 shareholders of the company as provided for
in the company’s Amended and Restated Memorandum and Articles of Association or as a result of the redemption of Class A
ordinary shares 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 Class A ordinary shares, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a 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 Class A ordinary shares 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. If less than 70% of the consideration receivable by the holders of Class A ordinary shares
in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on
a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days
following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the Black-Scholes 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 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
for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement
to the description of the terms of the warrants and the warrant agreement set forth in the final prospectus, or defective provision
(ii) amending the provisions relating to cash dividends on Ordinary Shares as contemplated by and in accordance with the warrant
agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement
as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the
rights of the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding
public warrants is required to make any change that adversely affects the interests of the registered holders. You should review
a copy of the warrant agreement, which was filed as an exhibit to the registration statement of which the final prospectus is
a part, for a complete description of the terms and conditions applicable to the warrants.


 


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


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. 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 Class A ordinary shares 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 designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum
for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of
warrant holders to obtain a favorable judicial forum for disputes with our company.” 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.


 






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Private
Placement Warrants


 


Except
as described below, the Private Placement Warrants have terms and provisions that are identical to those of the warrants being
sold as part of the units in our initial public offering. The Private Placement Warrants (including the Class A ordinary shares
issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except pursuant to limited exceptions as described under “Principal
Shareholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other
persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable
by us (except as described under “— Warrants — Public Shareholders’ and Forward Purchase Warrants —
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by
our Sponsor or its permitted transferees (except as otherwise set forth herein). Our Sponsor, or its permitted transferees, has
the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders
other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us in all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in our initial public
offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect
to the Private Placement Warrants will require a vote of holders of at least 65% of the number of the then outstanding Private
Placement Warrants.


 


Except
as described above under “— Public Shareholders’ and Forward Purchase Warrants — Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00,” if holders of the Private Placement Warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise
price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall
mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day
prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these
warrants will be exercisable on a cashless basis so long as they are held by our Sponsor, GEPT and their permitted transferees
is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain
affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies
in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of
time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike Public Shareholders who could exercise their warrants and sell the Class
A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders
could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise
such warrants on a cashless basis is appropriate.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds
as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at
a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants.


 


Dividends


 


We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion
of our 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 condition subsequent to completion of our initial business combination. The
payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
at such time. If we increase the size of our initial public offering, we will effect a share capitalization or other appropriate
mechanism immediately prior to the consummation of our initial public offering in such amount as to maintain the number of Founder
Shares, on an as-converted basis, at 20% of our issued and outstanding Ordinary Shares upon the consummation of our initial public
offering plus the number of Class A ordinary shares that may be sold pursuant to the Forward Purchase Agreement. Further, if we
incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 






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Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our Ordinary Shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. 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 claims and losses that may arise out of acts
performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional
misconduct of the indemnified person or entity.


 


Listing
of Securities


 


Our
publicly held Class A ordinary shares are listed on Nasdaq under the symbol “AEAC.”


 


Certain
Differences in Corporate Law


 


Cayman
Islands companies are governed by the Companies Law. The Companies Law is modeled on English Law but does not follow recent English
Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below
is a summary of the material differences between the provisions of the Companies Law applicable to us and the laws applicable
to companies incorporated in the United States and their shareholders.


 


Mergers
and Similar Arrangements. In certain circumstances, the Companies Law allows for mergers or consolidations between two Cayman
Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that
is facilitated by the laws of that other jurisdiction).


 


Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan
of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized
by (a) a Special Resolution of the shareholders of each company; and (b) such other authorization, if any, as may be specified
in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent
company (i.e., a company that holds issued shares that together represent at least 90% of the votes at a general meeting of the
subsidiary company) and its subsidiary company, if a copy of the plan of merger is given to every member of each subsidiary company
to be merged unless that member agrees otherwise. The consent of each holder of a fixed or floating security interest of a constituent
company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied
that the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of
Companies will register the plan of merger or consolidation.


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that where the surviving or consolidated
company is the Cayman Islands exempted company, the Cayman Island Registrar of Companies is required to be satisfied in respect
of any constituent overseas company that: (i) that the merger or consolidation is permitted or not prohibited by the constitutional
documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those
laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other
similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign
company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any
jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme,
order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors
of the foreign company are and continue to be suspended or restricted; (v) that the foreign company is able to pay its debts as
they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign
company; (vi) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated
company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has
been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of
the foreign company with respect to the transfer have been or will be complied with; (vii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign
jurisdiction; and (viii) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
The requirements set out in sections (i) to (vii) above shall be met by a director of the Cayman Islands exempted company making
a declaration to the effect that, having made due inquiry, they are of the opinion that such requirements have been met, such
declaration to include a statement of the assets and liabilities of the foreign company made up to the latest practicable date
before making the declaration.


 






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Where
the above procedures are adopted, the Companies Law provides for a right of dissenting shareholders to be paid a payment of the
fair value of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence,
that procedure is as follows: (a) the shareholder must give their written objection to the merger or consolidation to the constituent
company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment
for their shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the
merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder
who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company,
give the constituent company a written notice of their intention to dissent including, among other details, a demand for payment
of the fair value of their shares; (d) within seven days following the date of the expiration of the period set out in paragraph
(b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent
company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase
their shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within
30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company
and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period
expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the
fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom
agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company
upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company
may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder
are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open
market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration
for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving
or consolidated company.


 


Moreover,
Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain
circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely
held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to
a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous
and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement
in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is
to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case
may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening
of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While
a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the
court can be expected to approve the arrangement if it satisfies itself that:


 


		●	the
                                         company is not proposing to act illegally or beyond the scope of its corporate authority
                                         and the statutory provisions as to dual majority vote have been complied with;



 


		●	the
                                         shareholders have been fairly represented at the meeting in question;



 


		●	the
                                         arrangement is such as a businessman would reasonably approve; and



 


		●	the
                                         arrangement is not one that would more properly be sanctioned under some other provision
                                         of the Companies Law or that would amount to a “fraud on the minority.”



 






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If
a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable
to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would
otherwise ordinarily be available to dissenting shareholders of United States corporations.


 


Squeeze-out
Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four
months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the
terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless
there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.


 


Further,
transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other
than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements
of an operating business.


 


Shareholders’
Suits. Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court.
Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability
for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim
against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in
the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		●	a
                                         company is acting, or proposing to act, illegally or beyond the scope of its authority;



 


		●	the
                                         act complained of, although not beyond the scope of the authority, could be effected
                                         if duly authorized by more than the number of votes which have actually been obtained;
                                         or



 


		●	those
                                         who control the company are perpetrating a “fraud on the minority.”



 


A
shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or
are about to be infringed.


 


Enforcement
of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides
less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of
the United States.


 


We
have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce
against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws
of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the
liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement
in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce
a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that
a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been
given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be
final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman
Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind
the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple
damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent
proceedings are being brought elsewhere.


 






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Special
Considerations for Exempted Companies. We are an exempted company with limited liability (meaning our Public Shareholders
have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares)
under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company
that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered
as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for
certain exemptions and privileges including those listed below:


 


		●	annual
                                         reporting requirements are minimal and consist mainly of a statement that the company
                                         has conducted its operations mainly outside of the Cayman Islands and has complied with
                                         the provisions of the Companies Law;



 


		●	an
                                         exempted company’s register of members is not open to inspection and can be kept
                                         outside of the Cayman Islands;



 


		●	an
                                         exempted company does not have to hold an annual general meeting;



 


		●	an
                                         exempted company may issue shares with no par value;



 


		●	an
                                         exempted company may obtain an undertaking against the imposition of any future taxation
                                         (such undertakings are usually given for 30 years in the first instance); • an exempted
                                         company may register by way of continuation in another jurisdiction and be deregistered
                                         in the Cayman Islands;



 


		●	an
                                         exempted company may register as a limited duration company; and



 


		●	an
                                         exempted company may register as a segregated portfolio company.



 


 


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