Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


As of March 23, 2021, Oyster Enterprises
Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three
classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its Class A common stock, $0.0001 par value per share (“Class A common stock”), (ii) its redeemable warrants, exercisable
for one share of class A common stock for $11.50 per share, subject to adjustment, and (iii) its units, consisting of one share
of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock. In addition, this
Description of Securities also contains a description of the Company’s Class B common stock, par value $0.0001 per share
(the “Class B common stock” or “founder shares”), which is not registered pursuant to Section 12 of the
Exchange Act but is convertible into shares of the Class A common stock. The description of the Class B common stock is necessary
to understand the material terms of the Class A common stock.


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value,
10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001
par value. The following description summarizes the material terms of our capital stock. Because it is only a summary, it may not
contain all the information that is important to you.


 


Defined terms used herein and not defined
herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.


 


Units


 


Each unit consists of one share of Class A
common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our
Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of the company’s Class A common stock.
This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade.


 


The common stock and warrants constituting
the units began separate trading on March 12, 2021. Once the shares of Class A common stock and warrants commence separate
trading, holders will have the option to continue to hold units or separate their units into the component securities.
Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A
common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


Common Stock


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Only holders of our Class B common stock will
have the right to elect all of our directors prior to the consummation of our initial business combination. In addition, prior
to the completion of an initial business combination, holders of our Class B common stock may remove a member of the board
of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved
by the holders of at least 90% of our common stock entitled to vote thereon. On any other matter submitted to a vote of our stockholders,
holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except
as required by applicable law or stock exchange rule. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of our shares of common
stock that are voted is required to approve any such matter voted on by our stockholders (other than the election of directors).
There is no cumulative voting with respect to the election of directors.



     


     


    

Our stockholders 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 certificate
of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, 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 shares of common
stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek
stockholder 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. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting.
We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination,
and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt
to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of
the DGCL.


 


We will provide our public stockholders
with the opportunity to redeem all or a portion of their 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 (net of permitted withdrawals), divided by the number
of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated
to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be
reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement
that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem
its shares. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection
with the completion of our initial business combination. Permitted transferees of our initial stockholders, officers or directors
will be subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements,
if a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder
vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, 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 certificate of incorporation will 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 stockholder approval of the transaction is required by applicable law or stock exchange
rules, or we decide to obtain stockholder 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 stockholder approval, unless a different vote is required by applicable law or stock exchange rules, we will complete
our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business
combination. Unless otherwise required by applicable law or stock exchange rules, a quorum for such meeting will consist of the
holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting
power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation of
our sponsor, officers, directors, advisors or any of their respective affiliates in privately-negotiated transactions, if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of
any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting
thresholds and agreements may make it more likely that we will consummate our initial business combination.



     


     


    


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


 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have (and their permitted transferees,
as applicable, will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business
combination. Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination by January 22, 2023, we will: (1) cease all
operations, except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business days
thereafter, subject to lawfully available funds therefor, 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 (net of permitted withdrawals and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business
combination by January 22, 2023. However, if our initial stockholders or any of our officers or directors acquires public shares
after our IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination by January 22, 2023.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our stockholders 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 stock, if any, having
preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior
to the consummation of our initial business combination, including interest (net of permitted withdrawals), upon the completion
of our initial business combination, subject to the limitations described herein.



     


     


    


Founder Shares


 


The founder shares are identical to the
shares of Class A common stock, except that: (1) only holders of the founder shares have the right to vote on the election
of directors prior to our initial business combination; (2) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (3) our initial stockholders, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our initial business combination, (b) waive their redemption
rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide
holders of our Class A common stock the right to have their shares redeemed or to provide for the redemption of our public
shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our
initial business combination by January 22, 2023, or with (B) respect to any other material provision relating to stockholder
rights or pre-initial business combination activity; and (c) waive their rights to liquidating distributions from the trust
account with respect to any founder shares held by them if we fail to complete our initial business combination by January 22,
2023 (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 by January 22, 2023); (4) the founder shares are automatically
convertible into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares
are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial
stockholders, officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder
shares and any public shares held by them in favor of our initial business combination.


 


The shares of Class B common stock
will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one
basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts sold in our IPO and related to the closing of our initial business
combination), the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total
number of all shares of common stock outstanding upon completion of our IPO plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A
common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued,
or to be issued, to any seller in our initial business combination and any warrants issued upon the conversion of working capital
loans made to us. We cannot determine at this time whether a majority of the holders of our Class B common stock at the time
of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but
not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination;
(ii) negotiation with Class A stockholders on structuring our initial business combination; or (iii) negotiation
with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment
is not waived, the future issuance would not reduce the percentage ownership of holders of our Class B common stock but
would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the future
issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares may
also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock,
subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity
securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction
in connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities
could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion
or exercise of convertible securities, warrants or similar securities.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor and other permitted transferees, 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, (B) subsequent to our initial business combination,
if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, and (C) following the completion of our initial business combination, such future
date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all
of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.



     


     


    


Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of January 22, 2022 and 30 days after the completion of our initial business combination.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A
common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units,
you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our
initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any
shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon
exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available,
subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants,
the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A
common stock underlying such unit.


 


We have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best
efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue
sky laws to the extent an exemption is not available.


 


Redemption of warrants for cash when the
price per share of Class A common stock equals or exceeds $18.00 per share. Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		•	in whole and not in part;



 


		•	at a price of $0.01 per warrant;





     


     


    


		•	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant
holder; and



 


		•	if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading
day period ending three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference
Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or
the exercise price of a warrant as described under the heading “— Anti-dilution adjustments”).



 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise
of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period or we require the warrants to be exercised on a cashless basis as described below. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant as described under the heading “— Anti-dilution adjustments”) as
well as the $11.50 warrant exercise price after the redemption notice is issued.


 


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 determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our
stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price
of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants surrendered by such
holder. The “fair market value” shall mean the volume-weighted average price of the Class A common stock as reported
during the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.
If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of shares of Class A common stock to be received upon exercise of the warrants, including the definition of “fair
market value” in such case. We will provide our warrant holders with the final fair market value no later than one business
day after this ten-trading day period ends. Requiring a cashless exercise in this manner will reduce the number of shares to be
issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if
we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption
and our management does not take advantage of this option, our sponsor, the underwriters and their permitted transferees would
still be entitled to exercise their private placement warrants for cash or on a cashless basis using the formula described under
 “— Private Placement Warrants” below.


 


Redemption of warrants when the price
per share of Class A common stock equals or exceeds $10.00 per share.   Once the warrants become exercisable,
we may redeem the outstanding warrants (including both public warrants and private placement 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 holders
will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A
common stock determined by reference to the table below, based on the redemption date and the “fair market value” of
our Class A common stock (as defined below) except as otherwise described below;





     


     


    


		•	if, and only if, the Reference Value (as defined above under the heading “— Redeemable Warrants — Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00
per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described
under the heading “— Anti-dilution adjustments”); and



 


		•	if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “— Anti- dilution adjustments”),
the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants,
as described above.



 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers
in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such
warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume weighted average price of our
Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption
is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value
no later than one business day after the ten-trading day period described above ends.


 


The share prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or
the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts 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. If the exercise price of a
warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by
a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading
 “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment
pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share
prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant
to such exercise price adjustment.




     


     


    


	 	 	Fair market value of Class A common stock	 
	Redemption date (period to 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 shares of Class A common stock to be issued for
each warrant redeemed 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-day year. For example, if
the volume-weighted average price of our Class A common stock as reported during the ten 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, we may choose to, pursuant to this redemption feature, redeem the warrants
at a “redemption price” of 0.277 shares of Class A common stock 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 common stock as reported during the ten 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, we may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 0.298
shares of Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this
redemption feature for more than 0.361 of a share of Class A common stock per whole warrant. Finally, as reflected in the
table above, we can redeem the warrants for no consideration in the event that the warrants are “out of the money”
(i.e. the trading price of our Class A common stock is below the exercise price of the warrants) and about to expire.


 


This redemption feature differs from the
typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants
for cash (other than the private placement warrants) when the trading price for the Class A common stock 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 common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide
us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above
under “— Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds
$18.00 per share.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will,
in effect, receive a number of shares representing fair value for their warrants, based on a Black-Scholes option pricing model
with a fixed volatility input as of the date of our IPO prospectus. 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 and we will be required to pay the 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 common stock is 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 common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their
warrants for shares of Class A common stock if and when such shares of Class A common stock were trading at a price higher
than the exercise price of $11.50. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption,
a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of shares
of Class A common stock to be issued to the holder. Any redemption of the warrants for shares of Class A common stock
will apply to both the public warrants and the private placement warrants.




     


     


    


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


 


Anti-dilution adjustments.   If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A
common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such
stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant
will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders
of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market
value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (1) the number
of shares of Class A common stock 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 common stock) multiplied by (2) one minus
the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the
fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Class A
common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means
the volume weighted average price of Class A common stock as reported during the ten trading day period ending on the trading
day prior to the first date on which the shares of Class A common stock 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 holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends
(initially defined as up to $0.50 per share in a 365 day period), (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders
of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to provide holders of our Class A common stock the right to have their
shares redeemed or to provide for the redemption of our public shares in connection with an initial business combination or to
redeem 100% of our Class A common stock if we do not complete our initial business combination by January 22, 2023, or with
respect to any other material provision relating to stockholder rights or pre-initial business combination activity, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination , then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the
fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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




     


     


    


Whenever the number of shares of Class A
common stock 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 shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable
immediately thereafter.


 


In addition, if (x) we issue additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of
our initial business combination at Newly Issued Price of less than $9.20 per share, (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
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
below in “— Redemption of warrants for cash when the price per share of Class A common stock equals or
exceeds $18.00” and “— Redemption of warrants when the price per share of Class A common stock equals
or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price, and the $10.00 per share redemption trigger described below in “Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of
the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of
such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of Class A common stock), 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 shares of our Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the
kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company
if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in
which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities
or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised
the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in
the form of common stock 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 per share consideration minus Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional
value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to
which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize
the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion
of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes
model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.




     


     


    


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which has been filed as an exhibit to our annual report on Form 10-K, for a description of the
terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity, mistake (including to conform the warrant agreement to the description thereof
herein) or correct any defective provision, 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 registered holders of public warrants. The terms of the
private placement warrants may not be amended without the consent of holders of at least 50% of the private placement warrants.


 


The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they
exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock
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 stockholders.


 


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


 


Private Placement Warrants


 


The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to
our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable under certain
redemption scenarios by us so long as they are held by our sponsor, the underwriters or their permitted transferees. Our sponsor,
the underwriters or their permitted transferees have the option to exercise the private placement warrants on a cashless basis
and will be entitled to certain registration rights. With respect to the private placement warrants held by the underwriters, they
will not be exercisable more than five years from the effective date of the registration statement relating to our IPO in
accordance with FINRA Rule 5110(f)(2)(G)(i). Otherwise, the private placement warrants have terms and provisions that are
identical to those of the public warrants. If the private placement warrants are held by holders other than our sponsor, the underwriters
or their permitted transferees, the private placement warrants will be redeemable in all redemption scenarios by us and exercisable
by the holders on the same basis as the public warrants.




     


     


    

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


 


Dividends


 


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


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock
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 stockholders, 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.




     


     


    


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions that will apply to us until the completion of our initial business
combination. These provisions (other than amendments relating to the appointment of directors, which require the approval of the
holders of at least 90% of our common stock entitled to vote thereon) cannot be amended without the approval of the holders of
at least 65% of our common stock. Our initial stockholders, who collectively beneficially owned 20% of our common stock upon the
closing of IPO, may participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion
to vote in any manner they choose. Prior to an initial business combination, we may not issue additional securities that can vote
on amendments to our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


 


		•	if we are unable to complete our initial business combination by January 22, 2023, we will: (1) cease all operations,
except for the purpose of winding up; (2) 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 (net of permitted withdrawals and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law;



 


		•	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders
thereof to: (1) receive funds from the trust account; or (2) vote on any initial business combination, pre-initial business
combination activity or amendments to the articles of our amended and restated certificate of incorporation that govern certain
rights of holders related to our consummation of an 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 seek to complete our initial business combination
with a company that is affiliated our sponsor, our officers or our directors, we, or a committee of independent and disinterested
directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm that such a business combination is fair to our company from a financial point of view;



 


		•	if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules
and we do not decide to hold a stockholder 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;



 


		•	if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting
discount and taxes payable on the income earned on the trust account);



 


		•	if our stockholders approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance
or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed or to provide
for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination by January 22, 2023, or (B) with respect to any other material provision
relating to stockholder rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the number
of then 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 certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets, after payment of the deferred underwriting commissions, to be less than $5,000,001.


 


Certain Anti-Takeover Provisions of Delaware Law and our
Amended and Restated Certificate of Incorporation and Bylaws


 


We have elected to be exempt from the restrictions
imposed under Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for
a three-year period following the time that such stockholder becomes an interested stockholder unless:


 


		•	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;



 


		•	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,”
the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding
certain shares); or



 


		•	at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned,
15% or more of our voting stock.


 


Under some circumstances, this provision
will make it more difficult for a person who is an interested stockholder to effect various business combinations with us for a
three-year period.


 


Our amended and restated certificate of
incorporation provides that our sponsor and its various affiliates, successors and transferees will not be deemed to be “interested
stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to
this provision. 


 


Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of
incorporation requires (unless our board, acting on our behalf, consents in writing to the selection of an alternative forum (which
consent may be given at any time, including during the pendency of litigation)), to the fullest extent permitted by law, that (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed
by any current or former director, officer or other employee to us or our stockholders, (iii) any action asserting a claim
against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate
of incorporation or bylaws, (iv) any action asserting a claim against us, our directors, officers or employees governed by
the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim”
as defined in Section 115 of the DGCL may, in each case, be brought by a stockholder (including a beneficial owner) only in
the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery of the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which
is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery
does not have subject matter jurisdiction, or (D) arising under the Securities Act, as to which the Court of Chancery and
the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Although we believe
this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which
it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may
have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have
waived our compliance with federal securities laws and the rules and regulations thereunder.







     


     


    



Notwithstanding the foregoing, our amended
and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce
a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States of America
have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation
provides that the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole
and exclusive forums for any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would
enforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws
and the rules and regulations thereunder.


 


Any person or entity purchasing or otherwise
acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum
provisions in our amended and restated certificate of incorporation. If any action the subject matter of which is within the scope
of the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”)
in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the
state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce
the forum provisions (an “enforcement action”), and (y) having service of process made upon such stockholder in
any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.


 


Special Meeting of Stockholders


 


Our amended and restated certificate of
incorporation provides that special meetings of our stockholders may be called only by a majority vote of our board of directors,
by our Chief Executive Officer or by our Chair.


 


Action by Written Consent


 


Any action required or permitted to be taken
by our stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by
written consent of the stockholders other than with respect to our Class B common stock with respect to which action may be
taken by written consent.


 


Only Holders of the Founder Shares vote to Elect Directors


 


Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will
not be entitled to vote on the election 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.





     


     


    


Class B Common Stock Consent Right


 


For so long as any shares of Class B
common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares
of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our
certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter
or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion
of the founder shares) will be entitled to registration rights pursuant to a registration rights entered into in connection with
our IPO requiring us to register such securities for resale (in the case of the founder shares, only after conversion into shares
of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form
registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights
to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses
incurred in connection with the filing of any such registration statement.


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on Nasdaq under the symbols “OSTRU,” “OSTR” and “OSTRW,” respectively.