Exhibit
4.5


 


DESCRIPTION
OF THE COMPANY’S SECURITIES





REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES





EXCHANGE
ACT OF 1934, AS AMENDED


 


We
are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,
the Companies Law and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association,
we are authorized to issue 200,000,000 Class A ordinary shares, $0.0001 par value per share, 20,000,000 Class B ordinary shares,
$0.0001 par value per share, and 1,000,000 undesignated preferred shares, $0.0001 par value per share. The following description
summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles of
association. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
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.


 


Holders
have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two
units, you will not be able to receive or trade a whole warrant.


 


Ordinary
Shares


 


As
of April 6, 2021, there are 28,750,000 ordinary shares issued and outstanding, including:


 


		●	23,000,000
Class A ordinary shares; and



 


		●	5,750,000
Class B ordinary shares held by our initial shareholders.



 


Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters
to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to our initial
business combination, holders of our Class B ordinary shares have the right to elect all of our directors and remove members of
the board of directors for any reason, and holders of our Class A ordinary shares are not entitled to vote on the election of
directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended
by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting.
Unless specified in the Companies Law, our amended and restated memorandum and articles of association 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 (other than the election or removal of directors prior to our initial business combination), and, prior to
our initial business combination, the affirmative vote of a majority of our founder shares is required to approve the election
or removal of directors. Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to
our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum
and articles of association and approving a statutory merger or consolidation with another company. Directors are elected for
a term of two years. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the founder shares voted for the election of directors can elect all of the directors prior to our initial
business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 






     


     


    

 


Because
our amended and restated memorandum and articles of association authorizes 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.


 


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 the NYSE. There is no requirement under the Companies Law for us to hold annual
or general meetings to elect directors. We may not hold an annual general meeting of shareholders 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 described herein. The amount in the trust account is initially $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 in our initial public offering. Our initial shareholders, directors and officers have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with the completion of our initial business combination or certain amendments
to our amended and restated memorandum and articles of association. Permitted transferees of our initial shareholders, directors
or officers will be subject to the same obligations.


 


Unlike
many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other
reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange
listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend
and vote at a general meeting of the company. However, the participation of our sponsor, directors, officers, advisors or any
of 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 business combination. For
purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect
on the approval of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more
than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business
combination. These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely
that we will consummate our initial business combination.


 


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 provides
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 more than an aggregate of 15% of the ordinary shares sold in our initial public offering, which we refer
to as the “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 the business combination.
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.


 






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If
we seek shareholder approval in connection with our initial business combination, our initial shareholders have agreed (and their
permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares
and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares, we would need 8,625,001, or 37.5%, of the 23,000,000 public shares sold in our initial public offering to be voted
in favor of a transaction (assuming all issued and outstanding shares are voted) in order to have such initial business combination
approved. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect
to public shares acquired by them, if any. Additionally, each public shareholder may elect to redeem its public shares without
voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated memorandum and articles of association, if we have not completed our initial business combination
within 24 months from the closing of our initial public offering, we will (1) cease all operations except for the purpose
of winding up, (2) as promptly as reasonably possible but not more than 10 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
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), 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 liquidating distributions, if any), and (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Our initial shareholders 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 our initial public offering. However, if our initial
shareholders acquire public shares, 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 at such time
will be 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 shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the
aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are designated as Class B ordinary shares and are identical to the Class A ordinary shares included in
the units sold in our initial public offering, and holders of founder shares have the same shareholder rights as public shareholders,
except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the election
of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2)
the founder shares are subject to certain transfer restrictions, as described in more detail below; (3) our initial shareholders,
directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their
redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion
of our initial business combination; (ii) their redemption rights with respect to any founder shares and public shares held
by them in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to
modify the substance or timing of our obligation to 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 our initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares
they hold if we fail to complete our initial business combination within 24 months from the closing of our initial public
offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder shares will
automatically convert into our Class A ordinary shares at the time of our initial business combination on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares
are entitled to registration rights. If we submit our initial business combination to our public shareholders for a vote, our
initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered
into with us, to vote their founder shares and any public shares held by them purchased during or after our initial public offering
in favor of our initial business combination.


 






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The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination
on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, 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 excess of the amounts issued in our initial public offering
and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into
Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares
agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
20% of the sum of all ordinary shares issued and outstanding upon the completion of our initial public offering plus all Class
A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination,
excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination.
The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable
or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination,
including but not limited to a private placement of equity or debt.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our directors and officers
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 (B) subsequent to our initial business
combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y)
the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of our public 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 shall 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.



 






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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 shall 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. 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.


 


Preferred
Shares


 


Our
amended and restated memorandum and articles of association authorizes 1,000,000 preferred shares and provides that preferred
shares may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if
any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,
limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without shareholder
approval, issue preferred 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 preferred
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 preferred shares issued and outstanding at the date hereof. Although we do not currently
intend to issue any preferred shares, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public
Shareholders’ Redeemable 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 30 days after the completion of our initial business combination; provided
that we have an effective registration statement under the Securities Act covering the issuance of the Class A ordinary shares
issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered,
qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit
holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). Unless we
permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement, at our
discretion, holders of public warrants will need to pay the exercise price in cash. 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 hold at least two units, you will not be able to receive or trade a whole warrant. The warrants
will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current,
subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption is available. 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 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.


 






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We
have not registered the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that
as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we
will use our reasonable best efforts to file with the SEC a registration statement covering the issuance, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our reasonable best efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. 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, but will use
our reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.


 


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


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


		●	upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant
holder; and



 


		●	if,
and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the
warrant holders.



 


We
will not redeem the warrants 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, except if the warrants may be exercised on a cashless basis and such
cashless exercise is exempt from registration under the Securities Act. 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 well
as the $11.50 warrant exercise price after the redemption notice is issued.


 


In
addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a at an issue price or effective issue price of less than $9.20 per ordinary
share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such
affiliates, as applicable, prior to such issuance) (“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 completion of our initial business combination (net of redemptions), and (z) the volume
weighted average trading price of our ordinary shares during the 20 trading day period starting on the trading day prior to the
day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






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


 


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


 


If
the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class
A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such
share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will
be increased in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders
of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will
be deemed a share dividend of a number of Class A ordinary shares equal to the product of (1) 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 (2) one minus the quotient of (x) the price per Class A ordinary
share paid in such rights offering divided by (y) the fair market value. For these purposes (1) 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 (2) 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 the holders of Class A ordinary shares on account of such Class A ordinary shares (or other ordinary
shares into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to
satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend
our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to
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 our initial public offering or (B) with respect to
any other provision relating to shareholders’ rights or pre-initial business combination activity, (e) as a result
of our repurchase of Class A ordinary shares if a proposed initial business combination is presented to our shareholders for approval
or (f) in connection with the redemption of our public shares upon our failure to complete our initial business combination and
any subsequent distribution of our assets upon our liquidation, 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.


 






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If
the number of issued and 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 issued and 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
case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than those described
above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of our Class A ordinary shares
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to
be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a
tender, exchange or redemption offer made by the company in connection with redemption rights held by shareholders of the company
as provided for in the company’s amended and restated memorandum and articles of association or as a result of the redemption
of Class A ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company
for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together
with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of
any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled
to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as
a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer,
subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in the warrant agreement. 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 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 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant
agreement) of the warrant.


 






    8 


     


    

 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to this Annual Report on
Form 10-K, for a complete description of the terms and conditions applicable to the warrants. 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 65% of the then issued and outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public 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 Class A
ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance
of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by shareholders.


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will
not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among
other limited exceptions, to our directors and officers and other persons or entities affiliated with our sponsor) and they will
not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor, as well as its permitted
transferees, have the option to exercise the private placement warrants on a cashless basis and will have certain registration
rights related to such private placement warrants. Otherwise, the private placement warrants have terms and provisions that are
identical to those of the warrants being sold as part of our initial public offering. If the private placement warrants are held
by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable
by the holders on the same basis as the warrants included in the units being sold in our initial public offering.


 


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


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion
of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The
payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends
in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






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Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We
have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its
agents and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs and
reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.


 


Certain
Differences in Corporate Law1


 


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 of merger or consolidation must then be authorized
by either (a) a special resolution (usually a majority of 662⁄3% in value who attend and vote 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: (1) 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; (2) 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; (3) that no receiver, trustee, administrator or other similar
person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or
any part thereof; and (4) 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.


 


 


 






1
Note to Draft: Suggest having Cayman counsel review these provisions for any updates. 


 






    10 


     


    

 


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: (1) 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; (2) 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; (3) 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 (4) 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 or her 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 or her 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 or her 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 or her intention to dissent including, among other
details, a demand for payment of the fair value of his or her 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 or her shares at a price that the company determines is the fair value and if the
company and the shareholder agrees to 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 fails to agree to 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 to be 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 also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain
circumstances, such 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 of which are more rigorous
and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement
in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is
to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as
the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose.
The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman
Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not
be approved, the court can be expected to approve the arrangement if it is satisfied that:


 


		●	we
are not proposing to act illegally or beyond the scope of our corporate authority and we have complied with the statutory provisions
as to majority vote;



 


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



 






    11 


     


    

 


		●	the
arrangement is such as a business-person 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.”



 


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


 


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


 


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


 


Shareholders’ Suits. Our
Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative
actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of 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 directors or officers 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 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 that have actually been obtained; or



 


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



 


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


 


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


 


We
have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) 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 (2) 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.


 






    12 


     


    

 


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 and privileges listed below:


 


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



 


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



 


		●	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.



 


Our
Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association contains certain requirements and restrictions that will apply to
us until the completion of our initial business combination. These provisions (other than amendments relating to provisions governing
the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of
at least 90% of our ordinary shares attending and voting in a general meeting) 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 (1)
holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
ordinary shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution
has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all
of the company’s shareholders. Other than as described above, our amended and restated memorandum and articles of association
provides that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend
and vote at a general meeting (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution
of all of our shareholders.


 


Our
initial shareholders may 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 provides, among other things, that:


 






    13 


     


    

 


		●	if
we have not completed our initial business combination within 24 months from the closing of our initial public offering,
we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than
10 business days thereafter, redeem 100% of 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 (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), 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 liquidating
distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law;



 


		●	prior
to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1)
receive funds from the trust account or (2) vote as a class with our public shares on any 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
and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from
an independent accounting 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 reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain
substantially the same financial and other information about our initial business combination and the redemption rights as is
required under Regulation 14A of the Exchange Act;



 


		●	as
long as our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management
for working capital purposes and excluding the amount of any deferred underwriting discount held in trust);



 


		●	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 our initial
public offering or (B) with respect to any other provision 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 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; and



 


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



 


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


 


The
Companies Law permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the
approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares attending and
voting at a general meeting. A company’s articles of association may specify that the approval of a higher majority is required.
Regardless of the required majority, assuming such majority is met, any Cayman Islands exempted company may amend its memorandum
and articles of association notwithstanding anything in its memorandum and articles of association to the contrary. Accordingly,
although we could amend any of the provisions relating to our 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 directors or officers, will take any action to amend or waive any of these provisions unless we provide public
shareholders with the opportunity to redeem their public shares.


 






    14 


     


    

 


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. 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 refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the
payment to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by
any person in any relevant jurisdiction, 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 (1) the Financial Reporting Authority of the Cayman Islands,
pursuant to the Proceeds of Crime Law (2019 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money
laundering or (2) 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 shall not be treated as a breach of confidence or of any restriction upon the disclosure of information
imposed by any enactment or otherwise.


 


Data
Protection — Cayman Islands


 


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


 


In
this subsection, “we”, “us,” “our” and the “Company” refers to SCVX Corp. or our
affiliates and/or delegates, except where the context requires otherwise.


 


Privacy
Notice


 


Introduction


 


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


 


Investor
Data


 


We
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 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 only transfer personal data in accordance with the requirements of the DPL, and 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 are 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.


 



    15 


     


    

 





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 a Shareholder’s Personal Data


 


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


 


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


 


(b)
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


 


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


 


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


 


Why
We May Transfer Your Personal Data


 


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


 


We
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.


 






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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
authorized but unissued ordinary shares and preferred 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 ordinary shares and preferred 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 28,750,000 ordinary shares issued and outstanding. Of these shares, the 23,000,000 Class A ordinary shares sold in our initial
public offering are freely tradable without restriction or further registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,750,000 founder
shares and all 6,600,000 private placement warrants are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering, and are subject to transfer restrictions.


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted ordinary shares or warrants for at least six months would be entitled
to sell their securities provided that (1) 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 (2) 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 ordinary 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 issued and outstanding, which will equal 287,500 shares after our initial public
offering; or



 


		●	the
average weekly reported trading volume of the 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;



 






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		●	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 our sponsor will be able to sell its private
placement warrants, pursuant to Rule 144 without registration, one year after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founder shares, private placement warrants and any warrants that may be issued on conversion of working capital
loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion
of the working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration
rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion
to our Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form
registration 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 and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective
until termination of the applicable lock-up period, which occurs (1) in the case of the founder shares, on the earlier of
(A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x)
if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the
completion of our initial business combination on which we complete a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares
for cash, securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary
shares underlying such warrants, 30 days after the 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 the NYSE under the symbols “SCVX.U,” “SCVX”
and “SCVX WS,” respectively.



 





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