Exhibit
4.5


 


DESCRIPTION
OF registrant’s SECURITIES 


 


The
following summary of the material terms of the securities of Ribbit LEAP, Ltd. (“we,” “us,” “our”
or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is
subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference
as an exhibit to the company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form
10-K”), and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association
in their entirety for a complete description of the rights and preferences of our securities.


 


Certain
Terms


 


Unless
otherwise stated in this Exhibit or the context otherwise requires, references to:





 


	 	 	“Class L
ordinary shares” are to 12,777,778 of our Class L ordinary shares and the Class A ordinary shares that will be issued
upon the automatic conversion of the Class L ordinary shares only to the extent certain triggering events occur prior to the 10th
anniversary of our initial business combination, including specified strategic transactions and other triggering events based
on our stock trading at $20.00 per share and additional stock trading thresholds up to $50.00 per share, in each case, as described
in this Annual Report on Form 10-K (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); 

         

        “Companies
Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time; 

         

        “founders”
are to Meyer Malka, our Chairman and Chief Executive Officer, and Cynthia McAdam, our Chief Operating Officer;



 


	 	 	“founder shares”
    are to 4,472,222 of our Class B ordinary shares and the Class A ordinary shares that will be issued upon the conversion
    of the Class B ordinary shares as described in this Annual Report on Form 10-K  (for the avoidance of doubt, such
    Class A ordinary shares will not be “public shares”);


 


	 	 	“Initial Public
    Offering” are to the company’s offering that closed on September 15, 2020;


 


	 	 	“initial shareholders”
    are to our sponsor and each other holder of founder shares and Class L ordinary shares upon the consummation of our Initial
    Public Offering;


 


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





 


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





 


	 	 	“private placement
    shares” are to the Class A ordinary shares sold to our sponsor in a private placement simultaneously with the closing
    of our Initial Public Offering and to be issued upon conversion of working capital loans, if any;


  


	 	 	“public shares”
    are to our Class A ordinary shares sold as part of the units in our Initial Public Offering (whether they were purchased
    in our Initial Public Offering or thereafter in the open market);


  


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


  


	 	 	“sponsor”
    are to Ribbit LEAP Sponsor Ltd., a Cayman Islands exempted company and an affiliate of Ribbit Capital.






    1


     


    

 


General


 


We
are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of
association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles
of association, we will be authorized to issue 600,000,000 Class A ordinary shares, par value $0.0001 per share, 10,000,000
Class B ordinary shares, par value $0.0001 per share, 15,000,000 Class L ordinary shares, par value $0.0001 per share,
and 1,000,000 preference shares, par value $0.0001 per share. The following description summarizes certain terms of our shares
as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one Class A ordinary share and one-fifth 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 in this
Annual Report on Form 10-K. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant
holder.


 


Ordinary
Shares


 


Upon
the closing of the Initial Public Offering, 58,505,000 of our ordinary shares were outstanding, including:


 


	 	•	40,250,000
Class A ordinary shares underlying the units issued as part of the Initial Public Offering;



 


	 	•	4,472,222
Class B ordinary shares held by our initial shareholders;



 


	 	•	1,005,000
Class A ordinary shares underlying the private placement units held by our sponsors; and



 


	 	•	12,777,778
Class L ordinary shares held by our sponsor.



 


Prior
to the completion of our initial business combination, with respect to any matter submitted to a vote of our shareholders, including
any vote in connection with our initial business combination, other than the appointment of directors prior to the completion
of our business combination, except as required by law or the applicable rules of the NYSE then in effect, holders of our founder
shares and holders of our public shares will vote together as a single class, with each public share entitling the holder to one
vote per public share and each founder share entitling the holder to a number of votes per founder share such that all of the
founder shares in the aggregate would be entitled to cast a number of votes equal to 20% of the combined voting power of the founder
shares and holders of our public shares voting together as a single class (excluding the private placement shares and the Class A
ordinary share issuable upon conversion of Class L ordinary shares).


 


Following
the completion of our initial business combination, 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, the affirmative vote of a majority of our ordinary shares
that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a
special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of 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 terms 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.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor. 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. The provisions of our amended and restated memorandum and articles
of association governing the appointment or removal of directors prior to our initial business combination may only be amended
by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary
shares.


 






    2


     


    

 


Because
our amended and restated memorandum and articles of association authorizes the issuance of up to 600,000,000 Class A ordinary
shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required
to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote
on the business combination to the extent we seek shareholder approval in connection with our initial business combination.


 


Our
board of directors is divided into three classes with only one class of directors being appointed in each year and each class
(except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with
NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal
year end following our listing on the NYSE. As an exempted company, 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 or extraordinary 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
earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the
number of the 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. The redemption rights may include the requirement that a beneficial owner must identify itself in order to valid
redeem its shares. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares and any public shares purchased during or after the Initial
Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote
to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares. Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by applicable
law or stock exchange rule 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 rule, 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 approval pursuant to 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
(as described in this Annual Report on Form 10-K ), 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
unless restricted by applicable NYSE rules. For purposes of seeking approval of the majority of our issued and outstanding ordinary
shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended
and restated memorandum and articles of association requires that at least five days' notice will be given of any general meeting.


 






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If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides
that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to 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, we will complete our initial business combination only if we receive approval pursuant to 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. In such case, our sponsor and each member of our founding team have agreed to vote their
founder shares and public shares purchased during or after the Initial Public Offering in favor of our initial business combination.
As a result, in addition to our initial shareholders’ founder shares, we would need 14,088,751, or 35%, of the 40,250,000
public shares sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have our
initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not
exercised). The other members of our founding team are subject to the same arrangements with respect to any public shares acquired
by them in or after the Initial Public Offering. Additionally, each public shareholder may appoint 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 consummate an initial business combination within
24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering
if we have executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within
24 months from the Initial Public Offering, we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of the 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 each case of clause (ii) and (iii), to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our founding
team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within
24 months from the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have
executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months
from the Initial Public Offering (although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing
the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter of
intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the Initial
Public Offering).


 






    4


     


    

 


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


 


		•	prior
                                         to our initial business combination, only holders of our founder shares will have the
                                         right to vote on the appointment of directors;



 


		•	prior
                                         to the completion of our initial business combination, with respect to any matter submitted
                                         to a vote of our shareholders, including any vote in connection with our initial business
                                         combination, other than the appointment of directors prior to the completion of our business
                                         combination, except as required by law or the applicable rules of the NYSE then in effect,
                                         holders of our founder shares and holders of our public shares will vote together as
                                         a single class, with each public share entitling the holder to one vote per public share
                                         and each founder share entitling the holder to a number of votes per founder share such
                                         that all of the founder shares in the aggregate would be entitled to cast a number of
                                         votes equal to 20% of the combined voting power of the founder shares and holders of
                                         our public shares voting together as a single class (excluding the private placement
                                         shares and the Class A ordinary shares issuable upon conversion of Class L
                                         ordinary shares);



 


		•	following
                                         the completion of our initial business combination, for so long as the holders of the
                                         founder shares hold in the aggregate a number of Class A ordinary shares (on an
                                         as-converted to Class A ordinary share basis) equal to at least 50% of the sum of
                                         the founder shares plus the number of Class A ordinary shares issued upon conversion
                                         of any Class L ordinary shares, the holders of the founder shares shall have the
                                         right to appoint one-fifth of the members of our board of directors, rounded up to the
                                         nearest whole director;



 


		•	following
                                         the completion of our initial business combination, with respect to any matter submitted
                                         to a vote of our shareholders, except as required by law or the applicable rules of the
                                         NYSE then in effect, 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 (as
                                         adjusted for share splits, share capitalizations, reorganizations, recapitalizations
                                         and the like);



 


		•	the
                                         founder shares are subject to certain transfer restrictions, as described in more detail
                                         below;



 


		•	our
                                         sponsor and our founding team have entered into an agreement with us, pursuant to which
                                         they have agreed to (i) waive their redemption rights with respect to any founder
                                         shares and public shares they hold, (ii) to waive their redemption rights with respect
                                         to any founder shares and any public shares purchased during or after the Initial Public
                                         Offering in connection with a shareholder vote to approve an amendment to our amended
                                         and restated memorandum and articles of association (A) that would modify the substance
                                         or timing of our obligation to provide holders of our Class A ordinary shares the
                                         right to have their shares redeemed in connection with our initial business combination
                                         or to redeem 100% of our public shares if we do not complete our initial business combination
                                         within 24 months from the closing of the Initial Public Offering, or 27 months
                                         from the closing of the Initial Public Offering if we have executed a letter of intent,
                                         agreement in principle or definitive agreement for an initial business combination within
                                         24 months from the Initial Public Offering or (B) with respect to any other
                                         provision relating to the rights of holders of our Class A ordinary shares, and
                                         (iii) waive their rights to liquidating distributions from the trust account with
                                         respect to any founder shares, Class L ordinary shares or private placement shares
                                         they hold if we fail to consummate an initial business combination within 24 months
                                         from the closing of the Initial Public Offering, or 27 months from the closing of
                                         the Initial Public Offering if we have executed a letter of intent, agreement in principle
                                         or definitive agreement for an initial business combination within 24 months from
                                         the closing of the Initial Public Offering (although they will be entitled to liquidating
                                         distributions from the trust account with respect to any public shares they hold if we
                                         fail to complete our initial business combination within 24 months from the closing
                                         of the Initial Public Offering, or 27 months from the closing of the Initial Public
                                         Offering if we have executed a letter of intent, agreement in principle or definitive
                                         agreement for an initial business combination within 24 months from the Initial
                                         Public Offering);



 






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		•	the
                                         founder shares will automatically convert into our Class A ordinary shares at the
                                         time of our initial business combination as described below under “Founder Shares
                                         Conversion“ and in our amended and restated memorandum and articles of association;
                                         and



 


		•	the
                                         founder shares are entitled to registration rights.



 


If
we submit our initial business combination to our public shareholders for a vote, our sponsor and our founding team have agreed
to vote their founder shares and any public shares purchased during or after the Initial Public Offering in favor of our initial
business combination. If we seek shareholder approval, we will complete our initial business combination only if a majority of
the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a general meeting are voted in favor
of the business combination. In such case, our sponsor and each member of our founding team have agreed to vote their founder
shares and any public shares purchased during or after the Initial Public Offering in favor of our initial business combination.
As a result, in addition to our initial shareholders’ founder shares, we would need 14,088,751, or 35% of the 40,250,000
public shares sold in the Initial Public Offering to be voted in favor of an initial business combination in order to have our
initial business combination approved (assuming all issued and outstanding shares are voted and the overallotment option is not
exercised).


 


Founder
Shares Conversion


 


The
founder shares will automatically convert at the option of the holder into Class A ordinary shares at any time after our
initial business combination at a ratio of one to one (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations
and the like).


 


Except
as described herein, our sponsor and certain of its affiliates and our founding team have agreed not to transfer, assign or sell
(i) any of their founder shares, forward purchase securities or private placement shares until the earliest of (A) one
year after the completion of our initial business combination and (B) the date on which we complete a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their ordinary shares for cash, securities or other property or (ii) any of their Class L ordinary shares for
any reason, other than to specified permitted transferees or in connection with a complete liquidation, merger, share exchange,
reorganization or other similar transaction following our initial business combination that results in all of our public shareholders
having the right to exchange their ordinary shares for cash, securities or other property; provided, that any Class A ordinary
shares issued upon conversion of any Class L ordinary shares will not be subject to such restrictions on transfer. Any permitted
transferees will be subject to the same restrictions and other agreements of our sponsor and our founding team with respect to
any founder shares or private placement shares. We refer to such transfer restrictions throughout this Annual Report on Form 10-K
as the lock-up.


 


Prior
to the completion of 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 holders representing at least two-thirds of our issued and outstanding Class B
ordinary shares. 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
the Companies Act, we must keep a register of members and there should be entered therein:


 


		•	distinguishes
                                         each share by its number (so long as the share has a number);



 






    6


     


    

 


		•	confirms
                                         the amount paid, or agreed to be considered as paid, on the shares of each member; confirms
                                         the number and category of shares held by each member;



 


		•	confirms
                                         whether each relevant category of shares held by a member carries voting rights under
                                         the Articles, and if so, whether such voting rights are conditional;



 


		•	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.



 


For
these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors,
in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional
where the voting right arises only in certain circumstances.


 


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 Initial Public Offering, the shareholders recorded in the register of members will be deemed to have legal
title to the shares set against their name. However, there are certain limited circumstances where an application may be made
to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position.


 


Further,
the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where
it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification
of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination
by a Cayman Islands court.


 


Preference
Shares


 


Our
amended and restated memorandum and articles of association authorizes 1,000,000 preference shares and provides that preference
shares may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if
any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,
limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without shareholder
approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of
the holders of the ordinary shares and could have anti- takeover effects. The ability of our board of directors to issue preference
shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the
removal of our existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not
currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares
were issued or registered in the Initial Public Offering.


 


Warrants


 


Public
Shareholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of one year from the closing of the Initial Public Offering
and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration
statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current
prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities,
or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its
warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least five units, you will not be able to receive or trade a whole warrant. The
warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation.






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We
will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary
shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration, 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 that as soon as practicable, but in no event later than 20 business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A
ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same
to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement; provided that 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 appoint, we will not be required to file or maintain in effect a registration statement. If a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing
of the initial business combination, warrant holders may, until such time as there is an effective registration statement and
during any period when we 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, but we will use our best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each
holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the
lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants
by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean
the volume weighted average price of our Class A ordinary shares as reported during the 10 trading days ending on the
third trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


In
addition, if (x) we issue additional Class A ordinary shares or equity linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20
per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of
directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any
founder shares, Class L ordinary shares or forward purchase securities held by our initial shareholders or such affiliates, as
applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross proceeds
from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination, and (z) the volume weighted average trading price of our Class A ordinary shares during
the 10 trading day period starting on the trading day after the day on which we consummate our initial business combination is
below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market
Value, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Market
Value.


 


Redemptions
of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants
become exercisable, we may call the warrants for redemption:


 


		•	in
                                         whole and not in part;



 


		•	at
                                         a price of $0.01 per warrant;



 






    8


     


    

 


		•	upon
                                         not less than 30 days’ prior written notice of redemption to each warrant
                                         holder; and



 


		•	if,
                                         and only if, the closing price of the Class A ordinary shares equals or exceeds
                                         $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                         recapitalizations and the like) for any 20 trading days within a 30-trading day period
                                         ending on the third trading day prior to the date on which notice of the redemption is
                                         given to the warrant holders.



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating
to those 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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise the warrants.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder 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 for cash when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants
become exercisable, we may redeem the outstanding warrants:


 


		•	in
                                         whole and not in part;



 


		•	at
                                         $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption;
                                         provided that during such 30 day period 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 our Class A ordinary shares (as defined below) except as otherwise
                                         described below; provided, further, that if the warrants are not exercised on
                                         a cashless basis or otherwise during such 30 day period, we shall redeem such warrants
                                         for $0.10 per share;



 


		•	if,
                                         and only if, the closing price of our Class A ordinary shares equals or exceeds
                                         $10.00 per public share (as adjusted for share subdivisions, share dividends, reorganizations,
                                         reclassifications, recapitalizations and the like) on the trading day before we send
                                         the notice of redemption to the warrant holders; and



 


		•	if,
                                         and only if, there is an effective registration statement covering the issuance of Class A
                                         ordinary shares issuable upon exercise of the warrants and a current prospectus relating
                                         thereto available throughout the 30- day period after written notice of redemption is
                                         given.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their
warrants on a cashless basis. The numbers in the table below represent the number of Class A ordinary shares that a warrant
holder will receive upon a 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 volume weighted
average price of our Class A ordinary shares as reported during 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.


 






    9


     


    

 


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



 


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


 






    10


     


    

 


This
redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically
only provide for a redemption of warrants for cash when the trading price for the Class A ordinary shares exceeds $18.00
per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when
the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
described under “Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive
a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the of this Annual
Report on Form 10-K . This redemption right provides us with an additional mechanism by which to redeem all of the outstanding
warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have
been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise
this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best
interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our
capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


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


 


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


 


Redemption
procedures and cashless exercise.    If we call the warrants for redemption when the price per Class A
ordinary share equals or exceeds $18.00 as described under “Redemption of warrants for cash when the price per Class A
ordinary share equals or exceeds $18.00,” our founding team will have the option to require any holder that wishes to
exercise his, her or its warrant to do so on a “cashless basis” beginning on the third trading day prior to the date
on which notice of the redemption is given to the holders of warrants. In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our founding team 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 founding team takes advantage of this option, all holders of
warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value. The “fair market value” will mean the average closing price of the Class A ordinary shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants. If our founding team 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.


 


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 issued and outstanding immediately after giving effect to such exercise.


 






    11


     


    

 


Anti-dilution
Adjustments.   If the number of outstanding Class A ordinary shares is increased by a capitalization or
share dividend payable in Class A ordinary shares, or by a sub-divisions of ordinary shares or other similar event, then,
on the effective date of such capitalization or share dividend, sub- divisions 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 value” (as defined below) will be deemed a share dividend
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 the holders of Class A ordinary shares on account of such Class A
ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) 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 amend our amended and restated memorandum and articles of association (A) to modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
initial business combination within 24 months from the closing of the Initial Public Offering, or 27 months from the
closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, 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-division
or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation,
combination, reverse share sub-division, reclassification or similar event, the number of Class A ordinary shares issuable
on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.


 


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


 


In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination (excluding any issuance of forward purchase securities), at
an issue price or effective issue price of less than the Newly Issued Price, (y) the aggregate gross proceeds from such issuances
represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume
weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day
after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the
Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption
of warrants for cash when the price per Class A ordinary shares equals or exceeds $18.00” will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






    12


     


    

 


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


 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any
holder to cure any ambiguity or correct any defective provision 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 this Annual Report
on Form 10-K , but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the holders of public warrants and the approval of holders of at least 50% of the then
outstanding forward purchase warrants to adversely affect the interests of the holders of the forward purchase warrants. You should
review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this Annual Report
on Form 10-K is a part, for a complete description of the terms and conditions applicable to the warrants.


 


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.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to
claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole
and exclusive forum.


 






    13


     


    

 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim. See Form 10-K “Item 1A. Risk Factors—Our warrant agreement will designate
the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and
exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit
the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies
to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


Class L
Ordinary Shares 


 


Our
sponsor owns 12,777,778 Class L ordinary shares. Except as required by law or the applicable rules of the NYSE then in effect,
the Class L ordinary shares shall have no voting rights.


 


If
between the one year anniversary of our initial business combination and the ten year anniversary of our initial business combination
the closing price of our Class A ordinary shares equals or exceeds each of the share targets described below, one-fourth
of the Class L ordinary shares will automatically convert into Class A ordinary shares on a 1-for-1 basis (as adjusted
for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like):


 


		•	$20.00
                                         per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                         recapitalizations and the like) for any 20 trading days within a 30-trading day period
                                         (the “First Price Vesting”);



 


		•	$30.00
                                         per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                         recapitalizations and the like) for any 20 trading days within a 30-trading day period
                                         (the “Second Price Vesting”);



 


		•	$40.00
                                         per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                         recapitalizations and the like) for any 20 trading days within a 30-trading day period
                                         (the “Third Price Vesting”); and



 


		•	$50.00
                                         per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                         recapitalizations and the like) for any 20 trading days within a 30-trading day period
                                         (the “Fourth Price Vesting”).



 


For
example, if fifteen months following the consummation of our initial business combination the closing price of our
Class A ordinary shares equals or exceeds $30.00 but does not exceed $40.00 for 20 trading days within a 30-trading day
period, both the First Price Vesting and Second Price Vesting target achievements will be met, resulting in a total of
6,388,888 Class L Shares converting into 6,388,888 Class A ordinary shares, representing 3,194,444 associated with
the First Price Vesting and 3,194,444 associated with the Second Price Vesting (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like).


 


In
the event of any liquidation, merger, share exchange, reorganization or other similar transaction (a “Strategic
Transaction”) consummated after our initial business combination and before the one year anniversary of our initial
business combination that results in all of our public shareholders having the right to exchange their ordinary shares for
cash, securities or other property at an effective price of at least $15.00 per Class A ordinary share, all of the
Class L ordinary shares will convert into Class A ordinary shares at a ratio such that the sum of the number of
Class A ordinary shares issuable upon conversion of the founder shares plus the number of Class A ordinary shares
issuable upon conversion of all of the Class L ordinary shares will equal, in the aggregate, on an as-converted basis,
20% (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) of the sum
of the total number of Class A ordinary shares issued and outstanding upon the Initial Public Offering, including the
Class A ordinary shares issuable upon conversion of the founder shares and the Class A ordinary shares issuable upon
conversion of the Class L ordinary shares, plus the sum of the total number of Class A ordinary shares issued or deemed
issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed
issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any
redemptions of Class A ordinary shares by public shareholders), excluding any forward purchase securities and any
private placement shares, including any private placement shares issued to our sponsor, members of our founding team or any
of their affiliates upon conversion of working capital loans, and any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any
seller in the initial business combination. For example, if nine months following the consummation of our initial business
combination we consummate a qualifying Strategic Transaction, all of the issued and outstanding Class L ordinary shares
will automatically convert into 5,589,324 Class A ordinary shares, such that sum of Class B shares owned by our
sponsor at the time of the Initial Public Offering and the Class A shares issued as a result of the conversion of
Class L ordinary shares at the time qualifying Strategic Transaction will equal 20% of the sum of total Class A
shares issued in the Initial Public Offering, the Class B shares owned by our sponsor at the time of the Initial Public
Offering, and the Class A shares issued as a result of the conversion of Class L ordinary shares at the time of the
qualifying Strategic Transaction (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like).


 






    14


     


    

 


In
the event of a Strategic Transaction following the one year anniversary of our initial business combination that results in all
of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property with an effective
price of at least $10.00 per Class A ordinary share, all of the then-outstanding Class L ordinary shares will convert
into Class A ordinary shares as follows:


 


		•	if
                                         (and only if) the First Price Vesting shall not have occurred prior to or in connection
                                         with such Strategic Transaction and the effective price of the Strategic Transaction
                                         is greater than $10.00 per share and less than or equal to $20.00 per share, all of the
                                         then outstanding Class L ordinary shares will convert into a number of Class A
                                         ordinary shares equal to 3,194,444 multiplied by a fraction, the numerator of which is
                                         equal to the effective price of the Strategic Transaction minus $10.00 and the denominator
                                         of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations,
                                         reorganizations, recapitalizations and the like);



 


		•	if
                                         (and only if) the Second Price Vesting shall not have occurred prior to or in connection
                                         with such Strategic Transaction and the effective price of the Strategic Transaction
                                         is greater than $20.00 per share and less than or equal to $30.00 per share, all of the
                                         then outstanding Class L ordinary shares (after giving effect to any First Price
                                         Vesting that shall have occurred prior to or in connection with such Strategic Transaction)
                                         will convert into a number of Class A ordinary shares equal to 3,194,444 multiplied
                                         by a fraction, the numerator of which is equal to the effective price of the Strategic
                                         Transaction minus $20.00 and the denominator of which is $10.00 (each as adjusted for
                                         share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
                                         like);



 


		•	if
                                         (and only if) the Third Price Vesting shall not have occurred prior to or in connection
                                         with such Strategic Transaction and the effective price of the Strategic Transaction
                                         is greater than $30.00 per share and less than or equal to $40.00 per share, all of the
                                         then outstanding Class L ordinary shares (after giving effect to any First Price
                                         Vesting or Second Price Vesting that shall have occurred prior to or in connection with
                                         such Strategic Transaction) will convert into a number of Class A ordinary shares
                                         equal to 3,194,445 multiplied by a fraction, the numerator of which is equal to the effective
                                         price of the Strategic Transaction minus $30.00 and the denominator of which is $10.00
                                         (each as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
                                         and the like);



 


		•	if
                                         (and only if) the Fourth Price Vesting shall not have occurred prior to or in connection
                                         with such Strategic Transaction and the effective price of the Strategic Transaction
                                         is greater than $40.00 per share and less than or equal to $50.00 per share, all of the
                                         then outstanding Class L ordinary shares (after giving effect to any First Price
                                         Vesting , Second Price Vesting or Third Price Vesting that shall have occurred prior
                                         to or in connection with such Strategic Transaction) will convert into a number of Class A
                                         ordinary shares equal to 3,194,445 multiplied by a fraction, the numerator of which is
                                         equal to the effective price of the Strategic Transaction minus $40.00 and the denominator
                                         of which is $10.00 (each as adjusted for share sub-divisions, share capitalizations,
                                         reorganizations, recapitalizations and the like); and



 


		•	if
                                         (and only if) the Fourth Price Vesting shall not have occurred prior to or in connection
                                         with such Strategic Transaction and the effective price of the Strategic Transaction
                                         is greater than $50.00, all of the then outstanding Class L ordinary shares (after
                                         giving effect to any First Price Vesting, Second Price Vesting and Third Price Vesting
                                         that shall have occurred prior to or in connection with such Strategic Transaction) will
                                         convert into one Class A ordinary share (as adjusted for share sub-divisions, share
                                         capitalizations, reorganizations, recapitalizations and the like).



 


For
example, if seventy-two months following the consummation of our initial business combination we consummate a Strategic Transaction
and the effective price of such Strategic Transaction is $43.00 per Class A ordinary share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) and prior to the consummation of such Strategic Transaction
the First Price Vesting target shall have been met, but none of the Second Price Vesting, Third Price Vesting or Fourth Price
Vesting targets shall have been met, all of the then-remaining outstanding Class L ordinary shares will automatically convert
into 7,347,222 shares, representing 3,194,444 shares associated with the Second Price Vesting, 3,194,445 shares associated with
the Third Price Vesting, and 958,333 associated with the Fourth Price Vesting. Together with the 3,194,444 Class L shares
already vested and converted to Class A ordinary shares associated with the First Price Vesting, a total of 10,541,666 Class L
shares will vest and convert into Class A ordinary shares. Any conversion of Class L ordinary shares described herein
will take effect as a compulsory redemption of Class L ordinary shares and an issuance of Class A ordinary shares as
a matter of Cayman Islands law. In no event will the Class L ordinary shares convert into Class A ordinary shares at
a rate of less than one-to-one.


 






    15


     


    

 


All
Class L ordinary shares that are issued and outstanding on the 10th anniversary of our initial business combination
will be automatically forfeited.


 


The
Class L ordinary shares are not transferable for any reason, other than to specified permitted transferees or a complete
liquidation, merger, share exchange, reorganization or other similar transaction following our initial business combination that
results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property;
provided, that any Class A ordinary shares issued upon conversion of any Class L ordinary shares will not be subject
to such restrictions on transfer (as described in the Form 10-K under “Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Shareholder Matters—Transfers of Class B Ordinary Shares, Class L Ordinary Shares,
Forward Purchase Securities and Private Placement Shares”).


 


Forward
Purchase Securities 


 


We
have entered into a forward purchase agreement pursuant to which an affiliate of our sponsor will agree to subscribe for an aggregate
of 10,000,000 forward purchase shares and 2,000,000 forward purchase warrants, for an aggregate purchase price of $100,000,000,
or $10.00 per forward purchase share and one-fifth of one forward purchase warrant, in a private placement to close substantially
concurrently with the closing of our initial business combination.


 


The
forward purchase agreement and the registration rights agreement whose terms are incorporated therein also will provide that the
affiliate of our sponsor is entitled to registration rights with respect to the forward purchase securities and the Class A
ordinary shares issuable upon exercise of the forward purchase warrants. Please see “Registration and Shareholder Rights”
for additional information. The forward purchase shares and the forward purchase warrants will be subject to the same transfer
restrictions as the founder shares. See Form 10-K “Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholder Matters—Transfers of Class B Ordinary Shares, Class L Ordinary Shares, Forward Purchase Securities
and Private Placement Shares”.


 


The
proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in our initial
business combination, expenses in connection with our initial business combination or for working capital in the post-business
combination company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed
by our public shareholders and are intended to provide us with a minimum funding level for our initial business combination. The
forward purchase securities will be issued only in connection with the closing of the initial business combination.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds
as may be required. Up to $1,500,000 of such loans may be convertible into private placement shares at a price of $10.00 per private
placement share at the option of the lender.


 


The
private placement shares will be identical to the public shares sold in the Initial Public Offering, subject to certain limited
exceptions.


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash
dividends subsequent to a business combination will be within the discretion of our board of directors at such time, and we will
only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands
law. If we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.






    16


     


    

 


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.


 


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) so as to form a single surviving company.


 


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


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company,
the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry,
they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted
or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign
company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied
with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution
adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator
or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or
its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered
into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.


 


Where
the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further
required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set
out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated
is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer
of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval
to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance
with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with
respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation
becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that
there is no other reason why it would be against the public interest to permit the merger or consolidation.


 






    17


     


    

 


Where
the above procedures are adopted, the Companies Act provides certain limited appraisal rights for dissenting shareholders to be
paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed
procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or
consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder
proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days
following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written
notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of
such notice from the constituent company, give the constituent company a written notice of his intention to dissent including,
among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the
expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation
is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer
to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company
and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the
shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within
20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a
petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the
names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached
by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with
a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder
whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value
is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding
shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation
system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a
national securities exchange or shares of the surviving or consolidated company.


 


Moreover,
Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain
circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely
held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to
a merger.


 


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


 


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



 


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



 


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



 


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



 


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


 






    18


     


    

 


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


 


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


 




    19


     


    

 


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


 


		•	a
                                         company is acting, or proposing to act, illegally or ultra vires (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 Campbells, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to
recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the
federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to
impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States
or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands
will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the
sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman
Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or
penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained
in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands
(awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement
proceedings if concurrent proceedings are being brought elsewhere.


 


Special
Considerations for Exempted Companies.   We are an exempted company with limited liability (meaning our public
shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their
shares) under the Companies 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 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; and



 






    20


     


    

 


		•	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 the Initial Public Offering that will apply to us until the completion of our initial business combination. These
provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special
resolution where it has been approved by either (i) 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 provides that special resolutions must be approved
either by at least two-thirds of our shareholders who attend and vote at a general meeting of the company (i.e., the lowest threshold
permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Further,
our amended and restated memorandum and articles of association provides that a quorum at our general meetings will consist of
one-third of the ordinary shares entitled to vote at such meeting and present in person or by proxy; provided that a quorum in
connection with any meeting that is convened to vote on a business combination or any amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within 24 months from the Initial Public Offering,
or 27 months from the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive
agreement for an initial business combination within 24 months from the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares shall be a majority of the voting
power of the ordinary shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation
or other non-natural person by its duly authorized representative or proxy.


 


Our
initial shareholders and their permitted transferees, if any, who collectively beneficially own approximately 10% of our ordinary
shares as of the Initial Public Offering, including the Class A ordinary shares issuable upon conversion of the founder shares
(excluding the private placement shares and the Class A ordinary share issuable upon conversion of Class L ordinary
shares), will participate in any vote to amend our amended and restated memorandum and articles of association and will have the
discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provides,
among other things, that:


 


		•	if
                                         we do not consummate an initial business combination within 24 months from Initial
                                         Public Offering, or 27 months from the closing of the Initial Public Offering if
                                         we have executed a letter of intent, agreement in principle or definitive agreement for
                                         an initial business combination within 24 months from the Initial Public Offering,
                                         we will (i) cease all operations except for the purpose of winding up; (ii) as
                                         promptly as reasonably possible but no more than ten business days thereafter, redeem
                                         the public shares, at a per-share price, payable in cash, equal to the aggregate amount
                                         then on deposit in the trust account, including interest earned on the funds held in
                                         the trust account and not previously released to us to pay our income taxes, if any (less
                                         up to $100,000 of interest to pay dissolution expenses), divided by the number of the
                                         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 the requirements of other
                                         applicable law;



 


		•	prior
                                         to the completion of our initial business combination, we may not issue additional securities
                                         that would entitle the holders thereof to (i) receive funds from the trust account
                                         or (ii) vote as a class with our public shares (a) on our initial business
                                         combination or on any other proposal presented to shareholders prior to or in connection
                                         with the completion of an initial business combination or (b) to approve an amendment
                                         to our amended and restated memorandum and articles of association to (x) extend
                                         the time we have to consummate a business combination beyond 24 months from the
                                         Initial Public Offering, or 27 months from the Initial Public Offering if we have
                                         executed a letter of intent, agreement in principle or definitive agreement for an initial
                                         business combination within 24 months from the Initial Public Offering or (y) amend
                                         the foregoing provisions;



 






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		•	although
                                         we do not intend to enter into a business combination with a partner business that is
                                         affiliated with Ribbit Capital or its affiliates, including our sponsor, or our directors
                                         or our executive officers, we are not prohibited from doing so, and in the event we do
                                         enter into such a transaction, we, or a committee of independent directors, will obtain
                                         an opinion from an independent investment banking firm which is a member of FINRA or
                                         an independent valuation or accounting firm that such a 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 rule 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;



 


		•	our
                                         initial business combination must occur with one or more partner businesses that together
                                         have an aggregate fair market value of at least 80% of the net assets held in the trust
                                         account (excluding the amount of deferred underwriting discounts held in trust and taxes
                                         payable on the interest earned on the trust account) at the time of signing the agreement
                                         to enter into the initial business combination;



 


		•	if
                                         our shareholders approve an amendment to our amended and restated memorandum and articles
                                         of association (A) that would modify the substance or timing of our obligation to
                                         provide holders of our Class A ordinary shares the right to have their shares redeemed
                                         in connection with our initial business combination or to redeem 100% of our public shares
                                         if we do not complete our initial business combination within 24 months from the
                                         Initial Public Offering, or 27 months from the closing of the Initial Public Offering
                                         if we have executed a letter of intent, agreement in principle or definitive agreement
                                         for an initial business combination within 24 months from the Initial Public Offering
                                         or (B) with respect to any other provision relating to the rights of holders of
                                         our Class A ordinary shares, 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 earned on the funds held in the trust account and not previously released
                                         to us to pay our income taxes, if any, divided by the number of the 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 provides that under no circumstances will we redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.


 


The
Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the
approval of a special resolution. A company’s articles of association may specify that the approval of a higher majority
is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its
memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise. Accordingly,
although we could amend any of the provisions relating to our 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.






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


 


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



 


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



 


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



 


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


 


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


 


We
also reserve the right to refuse to make any distribution payment to a shareholder if our directors or officers suspect or are
advised that the payment of such distribution 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.


 


Data
Protection in the Cayman Islands — Privacy Notice


 


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


 


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 DPA (“personal data”).


 


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






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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 DPA, 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 DPA, 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 DPA or may process personal information for their own lawful purposes
in connection with services provided to us.


 


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


 


Who
this Affects


 


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


 


How
the Company May Use Your Personal Data


 


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


 


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



 


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



 


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






 


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 DPA.






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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.


 


If
you consider that your personal data has not been handled correctly, or you are not satisfied with the company’s responses
to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’
Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.


 


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


 


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


 


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


 


Securities
Eligible for Future Sale


 


We
have 58,505,000 Class A ordinary shares issued and outstanding on an as-converted basis. These shares are freely tradable
without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by
one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding Class B ordinary shares
(4,472,222), all of the private placement shares (1,005,000) and all of the Class L ordinary shares (12,777,778) and the Class A
ordinary shares issuable upon conversion of the Class L ordinary shares will be restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 


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


 


		•	1%
                                         of the total number of ordinary shares then outstanding, which equals 585,050 shares
                                         immediately after the Initial Public Offering; and



 


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



 


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


 






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


 


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


 


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



 


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



 


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



 


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



 


As
a result, our initial shareholders will be able to sell their founder shares and our sponsor will be able to sell its private
placement shares, and the securities underlying the foregoing, pursuant to Rule 144 without registration one year after we
have completed our initial business combination.


 


Registration
and Shareholder Rights


 


The
holders of the founder shares, private placement shares, including any private placement shares that may be issued upon conversion
of working capital loans, and Class A ordinary shares issuable upon exercise or conversion of the founder shares, Class L
ordinary shares and forward purchase warrants underlying the forward purchase securities are entitled to registration rights pursuant
to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable lock-up period, which occurs in the case of the founder
shares, Class L ordinary shares, forward purchase securities and private placement shares, as described in the following
paragraph. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Except
as described herein, our sponsor and certain of our affiliated and our founding team have agreed not to transfer, assign or sell
(i) any of their founder shares, forward purchase securities or private placement shares until the earliest of (A) one
year after the completion of our initial business combination and (B) the date on which we complete a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their ordinary shares for cash, securities or other property, and (ii) any of their Class L ordinary shares
for any reason, other than to specified permitted transferees or a complete liquidation, merger, share exchange, reorganization
or other similar transaction following our initial business combination that results in all of our public shareholders having
the right to exchange their ordinary shares for cash, securities or other property; provided, that any Class A ordinary shares
issued upon conversion of any private placement shares or Class L ordinary shares will not be subject to such restrictions
on transfer. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and founding
team with respect to any founder shares, forward purchase securities or private placement shares. We refer to such transfer restrictions
throughout this Annual Report on Form 10-K as the lock-up.


 


In
addition, pursuant to an agreement, following the completion of our initial business combination, for so long as the holders of
the founder shares hold in the aggregate a number of Class A ordinary shares (on an as-converted to Class A ordinary
share basis) equal to at least 50% of the sum of the founder shares plus the number of Class A ordinary shares issued upon
conversion of any Class L ordinary shares, the holders of the founder shares shall have the right to appoint one-fifth of
the members of our board of directors, rounded up to the nearest whole director.


 


Listing
of Securities


 


Our
units, Class A ordinary shares and warrants are listed on the NYSE under the symbols “LEAP.U,” “LEAP”
and “LEAP.W,” respectively. The units will automatically separate into their component parts and will not be
traded following the completion of our initial business combination.


 






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