Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


The following description
of Broadstone Acquisition Corp.’s (the “Company,” “we” or “us”) securities is a summary and
does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended and restated
memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this
exhibit is a part. We encourage you to read the amended and restated memorandum and articles of association and the applicable provisions
of the Companies Law (2020 Revision) of the Cayman Islands (the “Companies Law”), for additional information.


 


General


 


We are a Cayman Islands exempted company (company
number 362713) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and
the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to
issue 220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B
ordinary shares, as well as 1,000,000 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-half 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. 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-half 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. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two
units, you will not be able to receive or trade a whole warrant.


 


Additionally, the units that have not already
been separated will automatically separate into their component parts in connection with the completion of our initial business combination
and will no longer be listed thereafter.


 


Ordinary Shares


 


As of December 31, 2020, there were 38,162,876
of our ordinary shares outstanding including:


 


	 	•	 	30,530,301 Class A ordinary shares underlying units issued as part of our initial public offering (the “IPO”); and


 


	 	•	 	7,632,575 Class B ordinary shares held by our initial shareholders.


 


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 Law 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, which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote 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 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. However, only holders of
Class B ordinary shares will have the right to vote on the election of directors 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 vote on the election
of 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.


 






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Because our amended and restated memorandum
and articles of association authorize the issuance of up to 200,000,000 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 elected in each year and each class (except for those directors elected 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 meeting until one year after our first fiscal year end following our listing on NYSE.
There is no requirement under the Companies Law for us to hold annual or extraordinary general meetings or elect directors. We may not
hold an annual general meeting to elect new directors prior to the consummation of our initial business combination.


 


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 (which interest shall be net of taxes payable), divided by the number of then
issued and 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. The redemption rights will include
the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly
redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to 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 a majority of the shareholders 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, 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.


 


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


 


If we seek shareholder approval 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 IPO (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 11,448,864, or 37.5%, of the 30,530,301 public
shares sold in the IPO 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.


 






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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 IPO,
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 (which interest shall be net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other
requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail
to complete our initial business combination within 24 months from the closing of the IPO. However, if our sponsor or management team
acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such
public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our 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 (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, upon the completion of our initial business combination,
subject to the limitations and on the conditions described herein.


 


Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in
the IPO, 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 and directors 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 (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 have not consummated an initial business combination within 24 months from the
closing of the IPO or (B) with respect to any other 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 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 such time period and (D) vote any founder shares held by them and any public shares purchased during or after the IPO (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 at the time of 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 vote on the election of directors prior to or in connection with the completion of
our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares at the time of 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 issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon
conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after
such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), 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 and any private placement warrants issued to our sponsor, officers
or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 






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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
ordinary shares equals or exceeds $12.00 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 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, 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.


 


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 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more
series. Our board of directors 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 shares of preference shares, we cannot assure you that we will not do so in the future. No preference
shares were issued or registered in the IPO.


 


Warrants


 


Public Shareholders’ 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 IPO and 30 days after the completion of our initial business combination,
except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant
holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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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 fifteen (15) business days after the closing of our initial business combination, we will use commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants. We will use commercially reasonable efforts to cause the same to become effective and to
maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares 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
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 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of
Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A
ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall
mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.


 


Redemption of Warrants When the Price
Per Class A Ordinary Share Equals or Exceeds $18.00


 


Once the warrants become exercisable, we may
call the warrants for redemption (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”) to each warrant holder; and


 


	 	•	 	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) 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.


 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon
exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if
we are unable to register or qualify the underlying securities for sale under all applicable 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 adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution
Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 






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Redemption of Warrants When the Price
Per Class A Ordinary Share Equals or Exceeds $10.00


 


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


 


	 	•	 	in whole and not in part;


 


	 	•	 	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);


 


	 	•	 	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 on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and


 


	 	•	 	if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.


 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis and receive that
number of shares determined by reference to the table below. 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 exchanged for in the event we are not the surviving company in our initial business combination. The numbers
in the table below will not be adjusted when determining the number of such securities to issue upon exercise of the warrants if we are
not the surviving entity following our initial business combination.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below.


 


If the number of shares issuable upon exercise
of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment,
multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares
in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.
If the exercise price of a warrant is adjusted, in the case of an adjustment pursuant to the fifth paragraph under the heading “—
Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied
by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—
Anti-Dilution Adjustments” and the denominator of which is $10.00.


 






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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.


 






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This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the Class A 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 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 the final prospectus filed in connection with our IPO. This redemption right
provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to (i) our
capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and (ii) the amount of
cash provided by the exercise of the warrants and available to use, and also provides a ceiling to the theoretical value of the warrants
as it locks in the amount of shares we would deliver to warrant holders that exercise their warrants if we choose to redeem the warrants
in this manner. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As
such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove
the warrants and pay the redemption price to the warrant holders.


 


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


 


No fractional Class A ordinary shares
will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round
down to the nearest whole number of 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 surviving company will use its commercially reasonable
efforts to register under the Security Act the security issuable upon the exercise of the warrants within fifteen business days of the
closing of an initial business combination.


 


Redemption Procedures


 


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount 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 split-up of ordinary
shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event,
the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the
outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares
at a price less than the “historical fair market value” (as defined below) will be deemed a share 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) multiplied by (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights
offering and divided by (y) the historical fair market value. For these purposes (i) if the rights offering is for securities
convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there
will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported
during the 10-trading day period ending on the trading day prior to the first date on which the Class A ordinary shares
trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


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 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) any cash dividends or cash distributions which, when combined on a per share basis with all other
cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period
ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any other adjustments and excluding
cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares
issuable on exercise of each warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the IPO), (c) to satisfy
the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to
satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete our initial business combination within the period set forth in our amended and restated memorandum and articles
of association or with respect to any other provisions relating to shareholders’ rights or pre-initial business combination
activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash
and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.


 






    	 	8	 



     


    

 


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


 


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


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders
or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of
our Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which we consummate
our initial business combination (such price, the “Market Value”) 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, and the $10.00 and $18.00 per share redemption trigger prices described under “— Redemption of Warrants
When the Price Per Class A Ordinary Share Equals or Exceeds $10.00” and under “— Redemption of Warrants When the
Price Per Class A Ordinary Share Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%
of the higher of the Market Value and the Newly Issued Price, respectively.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However,
if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable
will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that
affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than
a tender, exchange or redemption offer made by us in connection with redemption rights held by shareholders as provided for in our amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by us if a proposed
initial business combination is presented to our shareholders for approval) under circumstances in which, upon completion of such tender
or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding Class A ordinary shares, the holder of a warrant
will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such
offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in the warrant agreement. Additionally, 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.


 






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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 to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which is filed as an
exhibit to this Annual Report 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.


 


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


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. 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 (except as described above
under “— Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00”) so long as
they are held by our sponsor, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have the
option to exercise the private placement warrants on a cashless basis. 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 in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units being sold in the IPO.


 


Except as described above under “—Public
Shareholders’ Warrants—Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $10.00,”
if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “sponsor exercise fair market
value” (defined below) over the exercise price of the warrants by (y) the sponsor exercise fair market value. The “sponsor
exercise 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.


 






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


 


Dividends


 


We have not paid any cash dividends on our
ordinary shares to date and do not intend to pay cash dividends prior to the completion of 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. If we increase the size of the IPO, then we will effect a share capitalization
or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior
to the consummation of the offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding
ordinary shares upon the consummation of the IPO. 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.


 


Certain Differences in Corporate Law


 


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


 


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


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by 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 Law (which includes certain other formalities) have been complied with, the Registrar of Companies
will register the plan of merger or consolidation.


 


Where the merger or consolidation involves
a foreign company, the procedure is similar, save that 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; (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.


 






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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.


 


Where the above procedures are adopted, the
Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair value of 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 an annual general meeting,
or extraordinary general 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 general meeting in question;


 


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


 


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


 






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


 


Squeeze-out Provisions. When
a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates 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.


 


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


 


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


 


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


 


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


 


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


 


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


 


We have been advised by 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 (meaning our public shareholders have no liability, as members of the company, for liabilities
of the company over and above the amount paid for their shares) under the Companies Law. The Companies Law distinguishes between ordinary
resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of
the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same
as for an ordinary company except for the exemptions an


 


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



 






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	 	•	 	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 negotiable or bearer shares or 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.


 


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 IPO 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 will collectively
beneficially own 20% of our ordinary shares upon the closing of the IPO (assuming they do not purchase any units in the IPO), 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 IPO, 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and 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 which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;
	 	 	 	 
	 	•	 	
    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 under 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 under the Exchange Act;

     

	 	•	 	We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;


 


	 	•	 	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 IPO or (B) with respect to any other 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein; and


 






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


 


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. However, we may 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 IPO, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Law 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


 


In order to comply with legislation or regulations
aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where permitted,
and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition
of due diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information is required
since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, as amended and revised from
time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity
might not be required where:


 


	(a)	the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;


 


	(b)	the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or


 


	(c)	the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.


 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to
those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.


 


In the event of delay or failure on the part
of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case
any funds received will be returned without interest to the account from which they were originally debited.


 


We also reserve the right to refuse to make
any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder may be non-compliant with applicable
anti-money laundering or other laws or regulations, or if such refusal is considered necessary or appropriate to ensure our compliance
with any such laws or regulations in any applicable jurisdiction.


 


If any person resident in the Cayman Islands
knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved
with terrorism or terrorist 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.


 






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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.


 


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.


 






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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 anticipate disclosing personal data to
persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, 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 is 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.


 


Securities Eligible for Future Sale


 


We have 38,162,876 ordinary shares outstanding.
Of these shares, 30,530,301 Class A ordinary shares sold as part of the units in the IPO are 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 7,632,575 outstanding founder shares and all of the 8,106,060 outstanding
private placement warrants will be restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering.


 


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 305,303 shares immediately after the IPO; or


 






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	 	•	 	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.


 


Registration Rights


 


The holders of the (i) founder shares,
which were issued in a private placement prior to the closing of the IPO, (ii) private placement warrants, which were issued in a
private placement simultaneously with the closing of the IPO 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 a registration rights agreement to be signed prior to
or on the effective date of the IPO. Pursuant to the registration rights agreement and assuming $1.5 million of working capital loans
are converted into private placement warrants, we will be obligated to register up to 17,238,635 Class A ordinary shares and 9,606,060
warrants. The number of Class A ordinary shares includes (i) 7,632,575 Class A ordinary shares to be issued upon conversion
of the founder shares, (ii) 8,106,060 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A
ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes
8,106,060 private placement warrants. 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.


 


Listing of Securities


 


Our units, Class A ordinary shares and
warrants are listed on NYSE under the symbols “BSN.U,” “BSN” and “BSN WS,” respectively.


 






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