Exhibit 4.4


 


DESCRIPTION OF SECURITIES


 


The following summary
of the material terms of the securities of Pontem Corporation 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 Annual Report
on Form 10-K (this “Report”), or the context otherwise requires, references to:


 


	 	●	“Companies Act” 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 the agreement providing for the sale of the forward purchase securities to QVIDTVM Management in a private placement to occur concurrently with the closing of 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 units” are to the units consisting of one forward purchase share and one-third of one forward purchase warrant 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 Class B ordinary shares initially purchased by our sponsor in a private placement prior to this Report 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 as described herein;


 


	 	●	“initial shareholders” are to holders of our founder shares prior to this Report;


 


	 	●	“HSM-Invest” are to HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and controlled by Mr. Muehlhaeuser; HSM-Invest is not a sponsor of the company and has no commercial purpose other than as a holding partnership to share ownership of company securities among Mr. Muehlhaeuser and other members of his family;


 


	 	●	“management” or our “management team” are to our officers and directors;


 


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


 


	 	●	“public shares” are to Class A ordinary shares sold as part of the units in this Report (whether they are purchased in this Report or thereafter in the open market);


 


	 	●	“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;


 






     


     


    

 


	 	●	“public warrants” are to the warrants sold as part of the units in this Report (whether they are purchased in this Report or thereafter in the open market);


 


	 	●	“private placement warrants” are to the warrants issued to our sponsor and HSM-Invest in a private placement simultaneously with the closing of this Report;


 


	 	●	“QVIDTVM Management” are to QVIDTVM Management LLC, an investment advisor affiliated with our sponsor that has committed capital from family offices, high net worth individuals and an endowment. Our lead director, Mr. Alici, has investment control over such committed capital;


 


	 	●	“sponsor” are to Pontem LLC, a Delaware limited liability company;


 


	 	●	“warrants” are to our public warrants and private placement warrants; and


 


	 	●	“we” “us,” “our,” “company” or “our company” are to Pontem Corporation, a Cayman Islands exempted company.


 


We are a Cayman Islands exempted company
(company number 367095) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are
authorized to issue 850,000,000 ordinary shares, $0.0001 par value each, including 750,000,000 Class A ordinary shares and
100,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following description
summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association.
Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Public Units


 


Each unit has an offering price of $10.00
and consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A
ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant
holder holds one-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant
holder holds two-halves of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of
$11.50 per share.


 


Our units, Class A ordinary shares and
warrants are each traded on the New York Stock Exchange (the “NYSE”) under the symbol “PNTM.U”, “PNTM”
and “PNTM WS” respectively. Our units began trading on January 15, 2021 and our Class A ordinary shares, par value
$0.0001 (the “Class A ordinary share”) and warrants began trading on March 8, 2021. 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 three 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 upon the completion of the offering.


 


Ordinary Shares


 


Prior to the date of this Report, there
were 17,250,000 Class B ordinary shares outstanding, all of which were held of record by our initial shareholders, so that
our initial shareholders own approximately 20% of our issued and outstanding shares after the initial public offering. 84,000,000
of our ordinary shares will be outstanding including:


 


		●	69,000,000 Class A ordinary shares underlying units
issued as part of the initial public offering; and



 


		●	15,000,000 Class B ordinary shares held by our initial
shareholders.



 






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Description of Securities


 


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


 


Because our amended and restated memorandum
and articles of association authorize the issuance of up to 750,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A
ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent
we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three
classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior
to our first annual general meeting) serving a three-year term.


 


In accordance with NYSE corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our
listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or
appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial
business combination. Prior to the completion of an initial business combination, the company may by Ordinary Resolution of the
holders of the Class B Ordinary Shares appoint any person to be a director of the company. In addition, prior to the closing of
an initial business combination, the company by Ordinary Resolution of the holders of the Class B Ordinary 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 taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the trust account is initially 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. Our sponsor, officers, directors and advisory board members
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special
purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder
vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association,
conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing
our initial business combination. Our amended and restated memorandum and articles of association require these tender offer documents
to contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or
we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of the holders of the majority of the shares who attend and vote
at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates
in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business
combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at
least five days’ notice will be given of any general meeting.


 






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


 


If we seek shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public
shares purchased during or after the initial public offering (including in open market and privately-negotiated transactions) in
favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 22,500,001, or 37.5% (assuming all outstanding shares are voted and the over-allotment option is not exercised), or 3,750,001
or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised),
of the 69,000,000 public shares sold in the initial public offering to be voted in favor of an initial business combination in
order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the
record date for the general meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination within 24 months from the closing of
the initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. Our sponsor, officers, directors and advisory board members
have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months
from the closing of the initial public offering. However, if our sponsor, management team or advisory board members acquire public
shares in or after the initial public offering, they will be entitled to liquidating distributions from the trust account with
respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


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


 






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Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in
the initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that
(i) the founder shares are subject to certain transfer restrictions, as described in more detail below; (ii) the founder
shares are entitled to registration rights; (iii) our sponsor, officers, directors and advisory board members have entered
into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their
founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption
rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to
our amended and restated memorandum and articles of association (1) to modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination within 24 months from the closing of the initial public offering or (2) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their
rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial
business combination within 24 months from the closing of the initial public offering, although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within such time period and (D) vote any founder shares held by them and any public shares purchased during or after the initial
public offering (including in open market and privately-negotiated transactions) in favor of our initial business combination;
(iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following
the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our
amended and restated memorandum and articles of association; and (v) only holders of Class B ordinary shares will have
the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business
combination.


 


The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or
equity-linked securities are issued or deemed issuable upon conversion of all founder shares will equal, in the aggregate, 20%
of the total number of ordinary shares issued in connection with our initial business combination, the number of Class A ordinary
shares outstanding after such conversion, including the total number of Class A ordinary shares issued, or deemed issued or
issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection
with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial
business combination, any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital
loans and the forward purchase securities; provided that such conversion of founder shares will never occur on a less than one-for-one
basis.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) three years after
the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price
of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one
year after our initial business combination, and (B) the date following the completion of our initial business combination
on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


The holders of Class B ordinary shares
will be the only shareholders of the company that will have the right to appoint or remove directors of the company prior to or
in connection with the completion of our initial business combination. Holders of our public shares will not be entitled to vote
on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association
relating to the rights of holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed
by a majority of at least 90% of our shares voting in a general 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 or pursuant
to our amended and restated memorandum and articles of association, holders of the founder shares and holders of our public shares
will vote together as a single class, with each share entitling the holder to one vote.


 






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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 the shares of each member;



 


		●	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 this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register
of members has been updated, 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 5,000,000 preference shares and provide that preference shares may be issued from time to time
in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with
voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and
could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We
have no preference shares outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we
cannot assure you that we will not do so in the future.


 


Warrants


 


Public Warrants 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 the initial public offering and 30 days after the completion
of our initial business combination; provided in each case that we have an effective registration statement under the Securities
Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them
is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
agreement) and such shares are registered, qualified or exempt from registration under the securities laws of the state of residence
of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A
ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three 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.


 






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


 


We have agreed that as soon as practicable,
but in no event later than 20 business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in
accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business
combination, warrant holders may, until such time as there is an effective registration statement and during any period when we
will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares
are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of
public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available.


 


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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice
of redemption (the “30-day redemption period”); and



 






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		●	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 “— Anti-Dilution Adjustments”) for any
20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant
holders.



 


If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.


 


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


 


Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00.    Once the warrants become exercisable, we may
redeem the outstanding warrants (except as described herein with respect to the private placement 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;



 






    8


     


    

 


		●	if, and only if, the closing price of our Class A
ordinary shares equals or exceeds $10.00 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 “— 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;



 


		●	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 “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; and



 


		●	provided that holders will be able to exercise their warrants
on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on
the redemption date and the “fair market value” (as defined below) of our Class A ordinary shares except as otherwise
described below;



 


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


 


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


 


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 prices multiplied by
a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading
“— 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 prices less the decrease in the exercise price of a warrant pursuant
to such exercise price adjustment.


 






    9


     


    

 



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




 


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


 


This redemption feature differs from the
typical warrant redemption features used in many other blank check company offerings, which typically only provide for a redemption
of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when
the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect,
receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of
this 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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing
any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to
the description of the terms of the warrants and the warrant agreement set forth in this prospectus, (ii) adjusting the provisions
relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding
or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant
agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders
of the warrants; provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required
to make any change that adversely affects the interests of the registered holders of public warrants, and, solely with respect
to any amendment to the terms of the private placement warrants, 50% of the then outstanding private placement warrants. You should
review a copy of the warrant agreement, which was as an exhibit to the registration statement, for a complete description of the
terms and conditions applicable to the warrants.


 


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


 






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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.


 


Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until
30 days after the completion of our initial business combination (except, among other 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 our sponsor) and they will not be redeemable by us so long as they
are held by our sponsor, HSM-Invest, members of our sponsor or their permitted transferees, except as described above under “— Warrants — Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00.” The sponsor, HSM-Invest or their permitted
transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private
placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the initial
public offering. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the
private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in
the units sold in the initial public offering.


 


Except as described above under “— 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 “fair market value” of our Class A
ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market
value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on
the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we
have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted
transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If
they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect
to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during
such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or
she is in possession of material non-public information. Accordingly, unlike public 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.


 


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 a 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 a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our 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 liability due to any gross negligence or intentional misconduct of the indemnified person or entity.
Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or
claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of
any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided
will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust
account and not against the any monies in the trust account or interest earned thereon.


 






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Certain Differences in Corporate Law


 


Cayman Islands companies are governed by
the Companies Act. The Companies Act 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 Act 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 Act 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 either (a) a special resolution (usually
a majority of 66 2/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (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 owns at least 90% of the issued shares of each class in
a subsidiary company) and its subsidiary company. 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 Act (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 with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the
requirements set out below have been met: (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; and (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.


 


Where the surviving company is the Cayman
Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the
effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that
the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended
to defraud unsecured creditors of the foreign company; (ii) 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; (iii) 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 (iv) that there is no other
reason why it would be against the public interest to permit the merger or consolidation.


 






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Where the above procedures are adopted,
the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his 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 his 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 his 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 his intention to dissent including, among other details, a demand for payment of the fair value of his 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 his 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:


 


		●	we are not proposing to act illegally or beyond the scope
of our corporate authority and the statutory provisions as to 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 Act or that would amount to a “fraud on the minority.”



 


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 is made 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.


 






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Shareholders’ Suits.    Maples
and Calder, our Cayman Islands legal 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 Maples and Calder,
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.


 


Special Considerations for Exempted
Companies.    We are an exempted company with limited liability under the Companies Act. The Companies
Act 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 the exemptions and privileges listed below:


 


		●	an exempted company does not have to file an annual return
of its shareholders with the Registrar of Companies;



 


		●	an exempted company’s register of members is not
open to inspection;



 


		●	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 20 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.



 


“Limited liability” means that
the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional
circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other
circumstances in which a court may be prepared to pierce or lift the corporate veil).


 






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Amended and Restated Memorandum and Articles of Association


 


The Business Combination Article of our
amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections
relating to the initial public offering that will apply to us until the completion of our initial business combination. These provisions
cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution
where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles
of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose the
resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association,
by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles
of association provide that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest
threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our initial shareholders, who collectively
beneficially own approximately 20% of our ordinary shares (assuming they did not purchase any units in the initial public offering),
will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion
to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among
other things, that:


 


		●	if we are unable to complete our initial business combination
within 24 months from the closing of the initial public offering, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating 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 in all cases subject to the other requirements of applicable law;



 


		●	prior to our initial business combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on our initial business combination;



 


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



 


		●	if a shareholder vote on our initial business combination
is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with
the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


		●	if our shareholders approve an amendment to our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of the initial public offering or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein; and



 


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



 






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In addition, our amended and restated memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or
backstop arrangements we may enter into following consummation of the initial public offering, in order to, among other reasons,
satisfy such net tangible assets requirement.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required
majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether
its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating
to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of
association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors,
will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity
to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


If any person in the Cayman Islands knows
or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering
or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their
attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant
to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering,
or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism
Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.
Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by
any enactment or otherwise.


 


Cayman Islands Data Protection


 


We have certain duties under the Data Protection
Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes personal
data within the meaning of the DPL (“personal data”).


 


In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain
and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required
to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We
will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against
the accidental loss, destruction or damage to the personal data.


 


In our use of this personal data, we will
be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who
may receive this personal data from us in the conduct of our activities may either act as our “data processors” for
the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided
to us.


 






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We may also obtain personal data from other
public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information,
signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number,
bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person, this will
affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted
limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment
in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such
individuals or otherwise advise them of its content.


 


How the Company May Use Your Personal Data


 


The company, as the data controller, may
collect, store and use personal data for lawful purposes, including, in particular:


 


		(i)	where this is necessary for the performance of our rights
and obligations under any purchase agreements;



 


		(ii)	where this is necessary for compliance with a legal and
regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or



 


		(iii)	where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for
other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances, we may be legally
obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities
such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with
foreign authorities, including tax authorities.


 


We anticipates disclosing personal data
to persons who provide services to us and their respective affiliates (which may include certain entities located outside the U.S.,
the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or
our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the
DPL.


 


We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data
breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to
whom the relevant personal data relates.


 


Certain Anti-Takeover Provisions of our Amended and Restated
Memorandum and Articles of Association


 


Our amended and restated memorandum and
articles of association provide that our board of directors are classified into three classes of directors. As a result, in most
circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general
meetings.


 


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


 






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Securities Eligible for Future Sale


 


We have 69,000,000 ordinary shares outstanding.
Of these shares, the Class A ordinary shares sold in the initial public offering will be freely tradable without restriction
or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the outstanding 17,250,000 founder shares and all of the outstanding
10,533,333 private placement warrants will be restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering. Upon the closing of the sale of the forward purchase shares and forward purchase warrants, all
of the 15,000,000 forward purchase shares, 5,000,000 forward purchase warrants and Class A ordinary shares underlying the
forward purchase warrants will be restricted securities under Rule 144.


 


Rule 144


 


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


 


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


 


		●	1% of the total number of ordinary shares then outstanding,
which will equal 500,000 shares immediately after the initial public offering (or 575,000 if the underwriters exercise in full
their over-allotment option); or



 


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



 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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


 






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Registration and Shareholder Rights


 


The holders of the (i) founder shares,
which were issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants,
which were issued in a private placement simultaneously with the closing of the initial public offering and the Class A ordinary
shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion
of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant
to the registration and shareholder rights agreement signed prior to the effective date of the initial public offering. Pursuant
to the registration and shareholder rights agreement and assuming $1,500,000 of working capital loans are converted into private
placement warrants, we will be obligated to register up to 28,783,333 Class A ordinary shares and 15,000,000 warrants. The
number of Class A ordinary shares includes (i) 17,250,000 Class A ordinary shares to be issued upon conversion of the
founder shares, (ii) up to 10,533,333 Class A ordinary shares underlying the private placement warrants and (iii) up
to 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed
subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.


 


Pursuant to the forward purchase agreement,
we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business
combination a registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase
warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective
promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness
of such registration statement until the earliest of (A) the date on which our sponsor or its assignees cease to hold the
securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction
or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective,
cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement
provides for “piggy-back” registration rights to the holders of forward purchase securities to include their securities
in other registration statements filed by us.


 


In addition, pursuant to the registration
and shareholder rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate
three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration
and shareholder rights agreement.


 


Listing of Securities


 


Our units, Class A ordinary shares and
warrants are each traded on the New York Stock Exchange (the “NYSE”) under the symbol “PNTM.U”, “PNTM”
and “PNTM WS” respectively. Our units began trading on January 15, 2021 and our Class A ordinary shares, par value
$0.0001 (the “Class A ordinary share”) and warrants began trading on March 8, 2021.


 


 


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