Exhibit 4.2


 


DESCRIPTION
OF SECURITIES


 


As of December 31,
2020, CC Neuberger Principal Holdings II (“we,” “our,” “us” or the “company”) had
the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-fourth of one redeemable
warrant, (ii) Class A ordinary shares, par value $0.0001 per share, and (iii) redeemable warrants, each whole warrant
exercisable for one Class A ordinary share at an exercise price of $11.50. In addition, this Description of Securities also
references the company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares”
or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible
into Class A ordinary shares. The description of the Class B ordinary shares is included to assist in the description
of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor” are to CC Neuberger
Principal Holdings II Sponsor LLC and references to our “initial shareholders” are to our sponsor and our independent
director that held our founder shares prior to our initial public offering (our “IPO”).


 


We are a Cayman Islands
exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Act (As Revised) of the Cayman Islands (the “Companies Act”) and common law of the Cayman Islands. Pursuant to our
amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary shares, $0.0001 par
value each, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 1,000,000
preference shares, $0.0001 par value each. Because the below is only a summary, it may not contain all the information that is
important to you.


 


Units


 


Each unit consists
of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to
the warrant agreement that governs the warrants (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. Additionally, the units will
automatically separate into their component parts and will not be traded after completion of our initial business combination.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Ordinary Shares


 


Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below,
holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum
and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, 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, is required to approve any such matter voted on by our shareholders. Approval of
certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of
our ordinary shares that are voted, and pursuant to our amended and restated memorandum and articles of association; such actions
include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation
with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three
years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment
of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint
all of the directors. However, only holders of Class B ordinary shares will have the right to appoint directors in any election
held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary
shares will not have the right to appoint any directors until after the completion of our initial business combination. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of
the board of directors for any reason. The provisions of our amended and restated memorandum and articles of association relating
to the rights of holders of Class B ordinary shares to appoint or remove directors prior to our initial business combination
may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


 






    


     


    

 


Because our amended
and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if
we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business
combination to the extent we seek shareholder approval in connection with our initial business combination.


 


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


 


We will provide our
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated
as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or
payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The per share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters. Our initial shareholders have entered into agreements 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. The other members of our management team have entered into agreements similar to the one entered
into by our sponsor with respect to any public shares acquired by them.


 


Unlike some blank check companies
that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if
a shareholder vote is not required by applicable law or stock exchange listing requirements 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 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
and abstentions 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 more than an aggregate
of 15% of the ordinary shares sold in our IPO, 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 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 initial shareholders have agreed to vote their founder shares
and any public shares purchased in favor of our initial business combination. The other members of our management team have entered
into agreements similar to the one entered into by our sponsor with respect to any public shares acquired by them. Additionally,
each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction
or vote at all.


 


Pursuant to our amended
and restated memorandum and articles of association, if we do not 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 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 net of taxes paid or payable), divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination
within 24 months from the closing of the IPO. However, if our initial shareholders or management team 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. Our amended and restated memorandum and articles of association
will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow
the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than
10 business days thereafter, subject to applicable Cayman Islands law.


 


In the event of a
liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class
of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with
the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the
trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable),
divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the
limitations described herein.


 






    


     


    

 


Founder Shares


 


The founder shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units
sold in the IPO and holders of founder shares have the same shareholder rights as public shareholders, except that (i) prior to our
initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment of directors,
including in connection with the completion of our initial business combination and holders of a majority of our Class B ordinary
shares may remove a member of the board of directors for any reason; (ii) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (iii) our initial shareholders have entered into an 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 that would
affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an 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 and (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 the prescribed time frame); (iv) the founder shares will automatically convert into Class A ordinary shares
concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder
thereof, as described below; and (v) 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 to vote their founder shares and any public shares purchased
in favor of our initial business combination. The other members of our management team have entered into agreements similar to the one
entered into by our sponsor with respect to any public shares acquired by them.


 


The founder shares
will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our
initial business combination, or earlier at the option of the holder thereof, on a one-for-one basis. However, if additional Class A
ordinary shares or any other 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, on an as
converted basis, 20% of the sum of (i) the total number of ordinary shares outstanding upon completion of the IPO plus (ii) the
total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial
business combination (including the forward purchase shares, but not the forward purchase warrants), 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 upon conversion of working
capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.


 


Our initial shareholders
have agreed not to transfer, assign or sell, subject to certain limited exceptions, any of their founder shares until the earlier
to occur of: (i) one year after the completion of our initial business combination; and (ii) subsequent to our initial
business combination (x) the date 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 or (y) if the closing price of our 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. Any permitted transferees will be
subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.


 


Prior to our initial
business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of
our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion
of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for
any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter
submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required
by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling
the holder to one vote.


 






    


     


    

 


Register of Members


 


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


 


	 	•	the names and addresses of the members, a statement of the shares held by each member and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;



  


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



 


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



 


Under Cayman Islands
law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members
will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members
will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
Upon the closing of our IPO, the register of members was updated to reflect the issue of shares by us. Once our register of members
was updated, the shareholders recorded in the register of members shall 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.


 


Public Shareholders’ and Forward
Purchase Warrants


 


Each whole warrant
entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of one year from the closing of 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. The warrants will expire 10 years after the completion of our initial business combination, at 5:00
p.m., New York City time, or earlier upon redemption or liquidation.


 


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


 


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


 






    


     


    

 


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


 


Once the warrants
become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


		·	upon a minimum of 30 days’ prior
written notice of redemption, which we refer to as the “30 day redemption period”; and



 


		·	if, and only if, the last reported sale
price of our 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 equals or exceeds $18.00 per share (as adjusted
for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).



 


We will not redeem
the warrants as described above unless an effective registration statement under the Securities Act covering the issuance of the
Class A ordinary shares issuable upon exercise of the warrants is 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 $18.00 per share (subject to adjustment) the redemption criteria discussed above to prevent a redemption call unless there
is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we
issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to
the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger
price (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as
the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants
when the price per Class A ordinary share equals or exceeds $10.00.


 


Commencing 90 days
after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private
placement warrants):


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant provided that holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by
reference to the table below, based on the redemption date and the “fair market value” of the Class A ordinary
shares;



 


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



 






    


     


    

 


		·	if, and only if, the last reported sale
price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption
to the warrant holders.



 


The numbers in the table
below represent the number of Class A ordinary shares that a warrant holder will receive upon 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 based on the average of the last reported sales price 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 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.


  


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 is adjusted as set forth in the first three paragraphs under the heading “— Anti-Dilution Adjustments”
below. 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.


 


	Redemption Date (period
    

    to expiration of warrants)	 	Fair
    Market Value of Class A Ordinary Shares
	 	≤10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	≥18.00
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.365
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362
	3
    months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0
    months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361




 


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 on a cashless basis 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 average last reported sale price of our Class A ordinary shares for the 10 trading days ending on the third trading
date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11 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 average last reported sale price of our Class A ordinary shares for the 10 trading
days ending on the third trading date prior to 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, pursuant to this redemption
feature, exercise the warrants at a price of 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants
be exercisable in connection with this redemption feature for more than 0.365 Class A ordinary shares per warrant (subject to adjustment).
Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless
basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A
ordinary shares.


 






    


     


    

 


This redemption feature differs
from the typical warrant redemption features used in other offerings by special purpose acquisition companies, 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 equals or exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the
outstanding warrants (other than the private placement warrants) 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 for Class A ordinary
shares 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 of the warrants choosing to exercise their warrants
in connection with this redemption 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 prospectus related to the IPO. This redemption right provides us not only with an
additional mechanism by which to redeem 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) to the amount of cash provided by the exercise of the
warrants and available to us and also provides a ceiling to the theoretical value of the warrants as it locks in the amount of shares
we would pay to warrant holders that exercise if we chose to redeem warrants in this manner. While we will effectively be required to
pay the redemption price to warrant holders if we choose to exercise this redemption right, it will allow us to quickly proceed with a
redemption of the warrants for Class A ordinary shares 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. In particular, it would allow us to quickly redeem the warrants for Class A ordinary
shares, without having to negotiate a redemption price with the warrant holders, which in some situations, may allow us to more quickly
and easily close a business combination. In addition, the warrant holders will have the ability to exercise the warrants prior to redemption
if they should choose to do so.


 


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 Class A ordinary
shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price
of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received
if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares
were trading at a price higher than the exercise price of $11.50.


 


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


 


Redemption
Procedures and Cashless Exercise.


 


If we call the warrants
for redemption as described above when our Class A ordinary shares are trading at or above $18.00 per share, 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 lesser of (A) the warrants, multiplied by the excess of the “fair market value” of our Class A
ordinary shares (defined below) over the exercise prices of the warrants by (y) the fair market value and (B) 0.365 Class A
ordinary shares per warrant. The “fair market value” will 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, the holders of the private placement warrants and their permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants
on a cashless basis, as described in more detail below.


 






    


     


    

 


Holder Election
to Limit Exercise


 


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


 


Anti-dilution
Adjustments.


 


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


 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to all or substantially all of the holders of Class A ordinary shares on account of such Class A ordinary shares
(or other securities into which the warrants are then convertible), other than (a) as described above, (b) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution, does
not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions
that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each
warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50
per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed
initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association that would affect
the substance or timing of our obligation to provide for the redemption of our public shares in connection with an 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 (e) in connection with the redemption of our public shares upon our failure to complete our
initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date
of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary
share in respect of such event.


 






    


     


    

 


If the number of outstanding
Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-divisions or reclassification of Class A
ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-divisions,
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 case of any reclassification
or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value
of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets
or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if
a proposed initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder
of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange
offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender
or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in the warrant agreement. If less than 70% of the consideration receivable by the holders of Class A
ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event and if the registered holder of the warrant properly exercises the warrant within 30 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.


 






    


     


    

 


Amendments


 


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


 


Exercise


 


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


 


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


 


Our Transfer Agent and Warrant Agent


 


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


 


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


 


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


 






    


     


    

 


Where the merger or consolidation
is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 66 2/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such
other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary
company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must
be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.


 


Where the merger or consolidation
involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements
set out below have been met: (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.


 


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 Act 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 for which are more rigorous and take longer
to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question
must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and
who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that
are present and voting either in person or by proxy at a meeting or meeting summoned for that purpose. The convening of the meetings
and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder
would have the right to express to the court the view that the transaction should not be approved, the court can be expected to
approve the arrangement if it is satisfied that:


 


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



 


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



 


		•	the arrangement is such as a business-person would reasonably
approve; and



 


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



 


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


 


Squeeze-out
Provisions.    When a takeover offer is made and accepted by holders of 90% of the shares to whom
the offer 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.    Our Cayman Islands counsel is not aware of any reported class action having been brought in
a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts and the Cayman Islands courts have confirmed
the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us and
a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman
Islands, exceptions to the foregoing principle apply in circumstances in which:


 


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



 


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



 


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



 


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


 


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


 


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


 


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 Act. The Companies Act distinguishes between ordinary resident companies and exempted
companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may
apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary
company except for the exemptions and privileges listed below:


 


		•	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 Act;



 


		•	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


 


Our amended and restated
memorandum and articles of association contains provisions designed to provide certain rights and protections relating to this
offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without
a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution under Cayman Islands
law where it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified
in a company’s articles of association) of a company’s shareholders entitled to vote and so voting 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 will 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
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 provide, among
other things, that:


 


		·	If we do not 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 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 net of taxes paid or payable), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of applicable law;



 


		·	Prior to our initial business combination,
we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended
and restated memorandum and articles of association to extend the time we have to consummate a business combination beyond 24 months
from the closing of the IPO;



 


		·	In the event we seek to complete our initial
business combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, we, or a
committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA
or an independent accounting firm that such initial business combination or transaction is fair to our company from a financial
point of view;



 


		·	If a shareholder vote on our initial business
combination 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 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;



 


		·	We must consummate an initial business
combination with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held
in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred
underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial business
combination;



 






    


     


    

 


		·	If our shareholders approve an amendment
to our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation
to provide for the redemption of our public shares in connection with an 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 this offering, 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 (net
of taxes paid or payable) divided by the number of then outstanding public shares, subject to the limitations described herein;
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 provide 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.


 


The Companies Act
permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a
special resolution which requires the approval of the holders of at least two-thirds of such company’s outstanding ordinary
shares who attend and vote at a general meeting or by way of unanimous written 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 provide 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 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 is a relevant financial business required to comply with the Regulations or is a
majority-owned subsidiary of such a business; or



 


		(b)	the subscriber is acting in the course of a business in relation to which a regulatory authority
exercises regulatory functions and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee
(“Equivalent Jurisdiction”) or is a majority-owned subsidiary of such subscriber; or



 


		(c)	the subscriber is a central or local government organization, statutory body or agency of government
in the Cayman Islands or an Equivalent Jurisdiction; or



 


		(d)	the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure
requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary
of such a company; or



 


		(e)	the subscriber is a pension fund for a professional association, trade union or is acting on behalf
of employees of an entity referred to in sub-paragraphs (a) to (d); or



 






    


     


    

 


		(f)	the application is made through an intermediary which falls within one of sub-paragraphs (a) to
(e). In this situation the company may rely on a written assurance from the intermediary which confirms (i) that the requisite
identification and verification procedures on the applicant for business and its beneficial owners have been carried out, (ii) the
nature and intended purpose of the business relationship, (iii) that the intermediary has identified the source of funds of
the applicant for business, and (iv) that the intermediary shall make available copies of any identification and verification
data or information and relevant documents.



 


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 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 (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.


 


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 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.


 


Cayman Islands Data Protection


 


We have certain duties
under the Data Protection Act (As Revised) of the Cayman Islands (the “Data Protection Act”) 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 Data Protection Act (“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 Data Protection Act, 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 Data Protection Act, 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 Data Protection Act 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 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 Data Protection Act.


 


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 will be classified into three classes of directors and
also include provisions providing for advance notice procedures, inability of shareholders to call a general meeting and removal
of directors only for cause and only by the board 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.


 


In addition, prior
to our initial business combination, only holders of our Class B ordinary shares have the right to vote on the appointment
of directors, including in connection with the completion of our initial business combination and holders of a majority of our
Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our amended and
restated memorandum and articles of association relating to the rights of holders of Class B ordinary shares to appoint or
remove directors prior to our initial business combination may only be amended by a special resolution which shall include the
affirmative vote of a majority of our Class B ordinary shares


 


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.


 


Listing of Securities


 


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