Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2020, HighCape Capital Acquisition Corp. (“we,”
 “our,” “us” or the “Company”) had the following three classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A common stock, $0.0001
par value per share (“Class A common stock”), (ii) its warrants, with each whole warrant exercisable for one share
of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-third
of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock.
In addition, this Description of Securities also contains a description of the Company’s Class B common stock, par value
$0.0001 per share (the “Class B common stock” or “founder shares”), which is not registered pursuant to
Section 12 of the Exchange Act but is convertible into shares of the Class A common stock. The description of the Class B common
stock is necessary to understand the material terms of the Class A common stock.


 


Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 380,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class
B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock.


 


Defined terms used herein but not otherwise defined shall have the
meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.


 


Public Units


 


Each unit consists of one share of Class A common stock and one-third
of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price
of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder.
The Class A common stock and warrants comprising the units began separate trading on October 26, 2020. Holders of our units
have the option to continue to hold their 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 common stock and warrants. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade.


 


Private Placement Units 


 


The private placement units (including the private placement shares,
the private placement warrants and the Class A common stock issuable upon exercise of such warrants) are not transferable, assignable
or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions 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 members of our sponsor or its permitted transferees. Otherwise, the private placement units are identical to the units sold in this
offering except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not
be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (iii)
may be exercised by the holders on a cashless basis, and (iv) will be entitled to registration rights.


 


In order to finance transaction costs in connection with an intended
initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated
to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent
units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the private placement units, including
as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor
or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such
loans.


 


Our sponsor has agreed not to transfer, assign or sell any of the private
placement units (including the private placement warrants and the Class A common stock issuable upon exercise of any of the private placement
warrants) until the date that is 30 days after the date we complete our initial business combination (except, among other limited exceptions
made to our officers and directors and other persons or entities affiliated with our sponsor).

 


Common Stock


 


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


 


Because our amended and restated certificate of incorporation authorizes
the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending
on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized
to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection
with our initial business combination.


 


We will provide our public stockholders with the opportunity to redeem
all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our
initial business combination, including interest earned on the funds held in the trust account (net of permitted withdrawals), divided
by the number of then outstanding public shares, subject to the limitations described herein.



    	



    	 



    

 


Our initial stockholders, sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares
and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition
companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons,
we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules
of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated
certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will,
like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only
if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of
our sponsor, officers, directors, advisors or their 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 stockholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


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


 


If we seek stockholder approval in connection with our initial business
combination, our initial stockholders, sponsor, officers and directors have agreed to vote any founder shares they hold and any public
shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares and private placement shares, we would need 4,094,000, or 35.6%, of the 11,500,000 public shares sold in this offering
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.


 





Pursuant to our amended and restated certificate
of incorporation, if we do not complete our initial business combination by September 9, 2022, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, 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 (net of permitted withdrawals 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 stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination by
September 9, 2022. However, if our initial stockholders or management team acquire public shares in or after this 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 stockholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock.
Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock,
except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of
permitted withdrawals), divided by the number of then outstanding public shares, upon the completion of our initial business combination,
subject to the limitations described herein.



    	



    	 



    




 


Founder Shares


 


The founder shares are identical to the shares of Class A common stock
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to
any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii) waive
their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve
an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100%
of our public shares if we have not consummated an initial business combination within 24 months from the closing of the IPO or with
respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) waive
their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our
initial business combination within 24 months from the closing of the IPO (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame), (iv) the founder shares are automatically convertible into our Class A common stock concurrently with or
immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain
anti-dilution rights as described herein, (v) and are entitled to registration rights. If we submit our initial business combination to
our public stockholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder
shares held by them and any public shares purchased during or after our initial public offering (including in open market and privately
negotiated transactions) in favor of our initial business combination.

 


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


 


With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of
whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation,
merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange
their Class A common stock for cash, securities or other property. Up to 375,000
founder shares will be forfeited by our initial stockholders depending on the exercise of the over-allotment option.




    	



    	 



    




 


Preferred Stock


 


Our amended and restated certificate of incorporation authorizes 1,000,000
shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors 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 stockholder approval, issue shares of preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although
we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares
of preferred stock were issued or registered in our initial public offering.


 


Warrants


 


Public Stockholders’ Warrants


 


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


 


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


 


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





 




    	



    	 



    

 


Redemption of Warrants for Cash


 


Once the warrants become exercisable, we may call the warrants for
redemption:


 





	 	●	in whole and not in part;
	 	 	 
	 	●	at a price of $0.01 per warrant;
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
	 	 	 
	 	●	if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period 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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise
the warrants.


 


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 is entitled
to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the
$18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption Procedures and Cashless Exercise


 


If we call the warrants for redemption as described above, our management
will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will
consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders
of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management
takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number
of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common
stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock
to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless
exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, the holders
of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants
for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use
had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


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


 







    	



    	 



    

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


 


In addition, if we, at any time while the warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common
stock on account of such Class A common stock (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
common stock in connection with a proposed initial business combination or extension of the time period in which we must complete
an 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 share of
Class A common stock in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional shares of Class A
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination,
at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or
effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial
stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates,
as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading
day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of
the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption
of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the
Newly Issued Price.


 







    	



    	 



    

In case of any reclassification or reorganization of the outstanding
Class A common stock (other than those described above or that solely affects the par value of such Class A common stock),
or in the case of any merger or consolidation of us with or into another corporation (other
than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction
is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities
exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within 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 shares of common stock 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 the public warrants, and, solely with respect to any amendment
to terms of the private placement warrants, 50% of the then outstanding private placement warrants. You should review a copy of
the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for
a complete description of the terms and conditions applicable to the warrants.


 


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


 


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


 


We have agreed that, subject to applicable law, any action, proceeding
or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of
the State of 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. 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 common
stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination and they will not be redeemable by us for cash so long as they are held
by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted transferees, have the option
to exercise the private placement warrants on a cashless basis. Except as described in this section, the private placement warrants
have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO, including
that they may be redeemed for shares of Class A common stock. If the private placement warrants are held by holders other
than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable
by the holders on the same basis as the warrants included in the units being sold in the IPO.


 


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 shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock
underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock (defined
below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean
the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of 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 initial purchasers or their permitted transferees is because
it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place
that 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 stockholders who could exercise their warrants and sell the shares of Class A
common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could
be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 


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


 


Our initial stockholders have agreed not to transfer, assign or
sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants)
until the date that is 30 days after the date we complete our initial business combination, except that, among other limited
exceptions as described under, transfers can be made to our officers and directors and other persons or entities affiliated with
the sponsor.


 




    	



    	 



    

 





Certain Anti-Takeover Provisions Of Delaware Law And Our Amended
And Restated Certificate Of Incorporation And Bylaws


 


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



 


	 	●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	 	 	 
	 	●	an affiliate of an interested stockholder; or
	 	 	 
	 	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


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


 





	 	●	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
	 	 	 
	 	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
	 	 	 
	 	●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


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


 


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


 


Exclusive Forum for Certain Lawsuits


 


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


 


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


 


Special Meeting of Stockholders


 


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


 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


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


 


Action by Written Consent


 


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


 


Classified Board of Directors


 


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

 


Class B Common Stock Consent Right


 


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