Exhibit
4.5


 


Description
of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended


 


The
following description sets forth certain material terms and provisions of the securities of Moringa Acquisition Corp (“we,”
“us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The following description of our securities is not complete and may not contain all the information you should consider
before investing in our securities. This description is summarized from, and qualified in its entirety by reference to, our amended and
restated memorandum and articles of association, which are incorporated herein by reference. The summary below is also qualified by reference
to the Companies Law and common law of the Cayman Islands.


 


As
of February 16, 2021, we had three classes of securities registered under the Exchange Act: our Class A ordinary shares, $0.0001 par
value per share; warrants to purchase shares of our Class A ordinary shares; and units consisting of one Class A ordinary share and one-half
of a redeemable warrant to purchase one Class A ordinary share. In addition, this Description of Securities also contains a description
of our founders shares, par value $0.0001 per share (“founders shares”), which are not registered pursuant to Section 12
of the Exchange Act but are convertible into Class A ordinary shares. The description of the founders shares is necessary to understand
the material terms of the Class A ordinary shares.


 


Units


 


Each
unit consists of one Class A ordinary share and one-half of a redeemable warrant. Each warrant entitles the holder to purchase one Class
A ordinary share. Pursuant to the warrant agreement dated February 19, 2021 between Continental Stock Transfer & Trust Company, as
warrant agent, and us (as defined below), a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means that only a warrant may be exercised at any given time by a warrant holder.


 


The
Class A ordinary shares and warrants will begin separate trading on the 90th day following the date of this prospectus unless
EarlyBirdCapital informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form
8-K described below and having issued a press release announcing when such separate trading will begin and holders have the option
to continue to hold units or separate their units into the component pieces.


 


Ordinary
Shares


 


Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be
voted on by shareholders, except as required by law; provided that, prior to our initial business combination, only holders of our Class
B ordinary shares will have the right to vote on the election of directors, and holders of a majority of our Class B ordinary shares
may remove a member of the board of directors for any reason. 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 Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class. Unless specified in the Companies Law, our amended and restated
memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares
that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special
resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include
amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another
company. Directors are elected for a term of two years. There is no cumulative voting with respect to the election of directors, with
the result that the holders of more than 50% of the founders shares voted for the election of directors can elect all of the directors
prior to our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.


 


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


 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Law for us to hold annual or general meetings
to elect directors. Until we hold an annual general meeting of shareholders, public shareholders may not be afforded the opportunity
to discuss company affairs with management.


 




     


     


    

 


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
as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. At
the completion of our initial business combination, we will be required to purchase any Class A ordinary shares properly delivered for
redemption and not withdrawn. The amount in the trust account is initially anticipated to be $10.00 per public share. Additionally, each
public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or
against the proposed business combination. Our initial shareholders have entered into a letter agreement with us dated February 16, 2021
(the “letter agreement”), pursuant to which they have agreed to waive their redemption rights with respect to their founders
shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers
have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if
any. Permitted transferees of our initial shareholders, officers or directors will be subject to the same obligations.


 


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


 


If
we seek shareholder approval in connection with our initial business combination, our initial shareholders have agreed (and their permitted
transferees will agree), pursuant to the terms of the letter agreement, to vote their founders shares and any public shares held by them
in favor of our initial business combination. As a result, in addition to our initial shareholders’ founders shares, we would need
3,650,001, or 36.5%, of the 10,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming
all issued and outstanding shares are voted), subject to any higher threshold as is required by Cayman Islands or other applicable law,
in order to have such initial business combination approved. Our directors and officers have also entered into the letter agreement,
imposing similar obligations on them with respect to public shares acquired by them, if any.


 


Pursuant
to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination within
24 months from the closing of our initial public offering, we will (1) cease all operations except for the purpose of winding up; (2)
as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive
only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See
“—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption
amount received by shareholders may be less than $10.00 per share” and other risk factors herein. Our initial shareholders have
entered into the letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from
the trust account with respect to their founders shares if we fail to complete our initial business combination within 24 months from
the closing of our initial public offering. However, if our initial shareholders acquire public shares after our initial public offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our
initial business combination within the prescribed time period.


 


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


 




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Founders
Shares


 


The
founders shares are designated as Class B ordinary shares and are identical to the Class A ordinary shares included in the units sold
in our initial public offering, and holders of founders shares have the same shareholder rights as public shareholders, except that:
(1) prior to our initial business combination, only holders of the founders shares have the right to vote on the appointment of directors
and holders of a majority of our founders shares may remove a member of the board of directors for any reason; (2) the founders shares
are subject to certain transfer restrictions, as described in more detail below; (3) our sponsor has entered into a letter agreement
with us, pursuant to which it has agreed to waive: (x) its redemption rights with respect to its founders shares and any public shares
held by it in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender
offer we undertake in connection with our initial business combination); (y) its redemption rights with respect to its founders shares
and any public shares held by it in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection
with a business combination as described herein or to the redemption rights provided to shareholders if we do not complete our initial
business combination within 24 months from the closing of our initial public offering, as described in this prospectus, or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (z) their rights to liquidating
distributions from the trust account with respect to any founders shares they hold if we fail to complete our initial business combination
within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the
trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed
time frame); (4) the founders shares will automatically convert into our Class A ordinary shares as described below and (5) the founders
shares are entitled to registration rights. In addition, our directors and officers have also entered into the letter agreement with
respect to public shares acquired by them, if any.


 


The
founders shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial
business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares,
or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts
issued in our initial public offering and related to the closing of our initial business combination, the ratio at which founders shares
will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares
then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the
aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial
public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our
initial business combination (net of redemptions), excluding the representative shares and any Class A ordinary shares or equity-linked
securities issued, or to be issued, to any seller in our initial business combination and any private units issued to our sponsor, an
affiliate of our sponsor, any of our officers or directors, and EarlyBirdCapital.


 


With
certain limited exceptions, the founders shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if
the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least six months after our initial business combination, or (y) the date following the completion of our initial business
combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that
results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


Register
of Members (Shareholders)


 


Under
Cayman Islands law, we must keep a register of members (i.e., shareholders) and there shall be entered therein:


 


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


 


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


 


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


 


Under
Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the
register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the
register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the
register of members. Upon the closing of this public offering, the register of members shall be immediately updated to reflect the issue
of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members shall be deemed
to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be
made to a Cayman Islands court for a determination as to 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, the validity of those shares may be subject to re-examination by a Cayman
Islands court.


 




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Warrants


 


No
warrants are currently outstanding.


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days following our initial business combination. However, no warrants will be exercisable
for cash unless this (or another) prospectus relating to such Class A ordinary shares and the registration statement of which this (or
such other) prospectus forms a part are then current and in effect. Notwithstanding the foregoing, if this (or such other) prospectus
relating to the Class A ordinary shares and the registration statement of which this (or such other) prospectus forms a part are not
then current and in effect (respectively)within 60 business days following the consummation of our initial business combination, warrant
holders may, beginning at such time, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not
be able to exercise their warrants on a cashless basis. In the case of a cashless exercise, each holder would pay the exercise price
by surrendering the 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 difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose
will mean the average reported last sale price of the Class A ordinary shares for the 5 trading days ending on the trading day prior
to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00
p.m., New York City time, or earlier upon redemption or liquidation.


 


The
private warrants, as well as any warrants underlying additional units we issue to our sponsor, officers, directors or their affiliates
in payment of working capital loans made to us, will be identical to the warrants underlying the units being offered by this prospectus
except that such warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable
by us, in each case so long as they are still held by our sponsor or its permitted transferees.


 


We
may call the warrants for redemption (excluding the private warrants and any warrants underlying additional units issued to our sponsor,
initial shareholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part,
at a price of $0.01 per warrant,


 


	 	●	at
    any time after the warrants become exercisable;


 


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


 


	 	●	if,
    and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
    sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period
    commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
    holders; and


 


	 	●	if,
    and only if, the registration statement of which this prospectus forms a part (or another registration statement) in then in effect
    with respect to the Class A ordinary shares underlying such warrants.


 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” 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 quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of
the Class A ordinary shares for the 5 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.


 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of at least 50%
of the then outstanding public warrants in order to make any change that adversely affects the interests of the registered holders.


 


The
exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a share capitalization or our recapitalization, reorganization, merger or consolidation. However, the warrants will not
be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.


 






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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 a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) founders shares,
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price and the $18.00 per share redemption trigger price
will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 


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


 


Under
the terms of the warrant agreement, we have agreed to use our best efforts to have declared effective a prospectus relating to the Class
A ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However,
we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the Class A ordinary shares
issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and we will not be required to net
cash settle or cash settle the warrant exercise.


 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the Class A ordinary shares outstanding.


 


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 up to the nearest whole number the number of Class A ordinary shares
to be issued to the warrant holder.


 


Dividends


 


We
have not paid any cash dividends on our Class A 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 dividends subsequent
to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors
to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends
in the foreseeable future.


 


Our
Transfer Agent and Warrant Agent


 


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


 




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Certain
Differences in Corporate Law


 


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


 


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


 


Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger
or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a
special resolution (usually a majority of 662/3% in value who attend and vote at a general meeting) of the shareholders
of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares
of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest
of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is
satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar
of Companies will register the plan of merger or consolidation.


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the
directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they
are of the opinion that the requirements set out below have been met: (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 issued and outstanding or order made or resolution adopted to wind up or liquidate
the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed
in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that
no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors
of the foreign company are and continue to be suspended or restricted.


 


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


 


Where
the above procedures are adopted, the Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair
value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure
is as follows (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before
the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the
merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation
is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a
shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written
notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within
seven days following the date of the expiration of the period set out in clause (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; (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 be available in certain circumstances, for example, to dissenters holding shares of
any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the
relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities
exchange or shares of the surviving or consolidated company.


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Shareholders’
Suits. Maples and Calder, 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 beyond the scope of its authority;


 


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


 


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


 


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


 


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


 


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


 






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


 


	 	●	an
    exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;


 


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


 


	 	●	an
    exempted company does not have to hold an annual general meeting;


 


	 	●	an
    exempted company may issue shares with no par value;


 


	 	●	an
    exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for
    20 years in the first instance);


 


	 	●	an
    exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;


 


	 	●	an
    exempted company may register as a limited duration company; and


 


	 	●	an
    exempted company may register as a segregated portfolio company.


 


“Limited
liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).


 


Our
Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association will contain certain requirements and restrictions relating to our 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) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders who attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special
resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution
of all of the company’s shareholders. Our amended and restated memorandum and articles of association will provide that special
resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting for which
notice specifying the intention to propose the resolution as a special resolution has been given (i.e., the lowest threshold permissible
under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
sponsor and its affiliates, who collectively beneficially own approximately 21.7% of our ordinary shares upon the closing of our initial
public offering and the concurrent private placement, 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 will provide, among other things, that:


 


	 	●	if
    we are unable to complete our initial business combination within 24 months from the closing of our initial public offering,
    we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
    more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
    payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be
    net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding
    public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
    to receive further liquidation distributions, if any), subject to applicable law, 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;


 


	 	●	prior
    to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive
    funds from the trust account or (ii) vote on any initial business combination;


 


	 	●	although
    we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or
    our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
    directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation
    opinions for the type of company we are seeking to acquire or an independent accounting firm, that such a business combination is
    fair to our company from a financial point of view;


 


	 	●	if
    a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for
    business or other legal 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;


 






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	 	●	so
    long as we obtain and maintain a listing for our securities on the Nasdaq, Nasdaq rules require that our initial business combination
    must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held
    in the trust account (excluding the deferred advisory fee and taxes payable) at the time of our signing a definitive agreement in
    connection with our initial business combination;


 


	 	●	if
    our shareholders approve an amendment to our amended and restated memorandum and articles of association that would (i) modify
    the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem our
    public shares if we do not complete our initial business combination within 24 months from the closing of our initial public
    offering or (ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination
    activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such
    approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
    interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares; and


 


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


 


In
addition, our amended and restated memorandum and articles of association will provide that under no circumstances will we redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation
of our initial business combination.


 


The
Companies Law permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval
of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares present (in person or via proxy)
and voting at a general meeting. 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, with the requisite shareholder
approval, we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in
our amended and restated memorandum and articles of association. Nevertheless, 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.


 


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


 


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


 


Shares
Eligible for Future Sale


 


Following
our initial public offering we have 14,855,000 ordinary shares issued and outstanding. Of these shares, the 11,500,000 Class A ordinary
shares sold in our initial public offering will be freely tradable without restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining
3,350,000, founders and private shares are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this prospectus.


 






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Rule
144


 


A
person who has beneficially owned restricted Class A ordinary 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. Persons who have beneficially owned restricted Class A ordinary shares for at least six months but who are our affiliates at
the time of, or 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 a number of shares that does not exceed the greater of either of the following:


 


	 	●	1%
    of the total number of ordinary shares then issued and outstanding, which equals 148,500 shares immediately after our initial
    public offering, on an as converted basis; or


 


	 	●	the
    average weekly 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
under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information
about us.


 


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


 


Historically,
the SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are,
or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above
by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell
companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition,
however, if the following conditions are met:


 


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


 


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


 


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


 


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


 


As
a result, our sponsor will be able to sell its founders shares and private units pursuant to Rule 144 without registration one year
after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founders shares, private units (including private warrants), representative shares and warrants that may be issued on
conversion of working capital loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon
conversion of the working capital loans and upon conversion of the founders shares), will be entitled to registration rights pursuant
to an agreement to be signed prior to or on the effective date of our initial public offering. The holders of a majority of these securities
are entitled to make up to two demands that we register such securities. The holders of the majority of the founders shares can elect
to exercise these registration rights at any time commencing three months prior to the date on which these Class B ordinary shares are
to be released from their transfer restrictions. The holders of a majority of the representative shares, private units and units issued
to our sponsor, officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can
elect to exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary,
EarlyBirdCapital, Inc. may only make a demand on one occasion and only during the five-year period beginning on the effective date of
the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our consummation of a business combination; provided, however, that
EarlyBirdCapital, Inc. may participate in a “piggy-back” registration only during the seven-year period beginning on the
effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Listing
of Securities


 


Our
units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “MACAU,” “MACA” and “MACAW”
on or promptly after the effective date of the registration statement. Following the date the Class A ordinary shares and warrants are
eligible to trade separately, we anticipate that the Class A ordinary shares and warrants will be listed separately and as a unit on
Nasdaq. We cannot guarantee that our securities will be approved for listing on Nasdaq.


 


 


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