Exhibit 4.2


 


DESCRIPTION OF THE COMPANY’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED


 


Pursuant to our amended
and restated certificate of incorporation, our authorized capital stock consists of 400,000,000 shares of common stock, par value
$0.0001 per share including (i) 380,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A common
stock”) and (ii) 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock or founder
shares”) as well as 1,000,000 shares of preferred stock, par value $0.0001 per share. 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 an investor in our securities.


 


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.


 


As of the date of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020, our Class A common stock, redeemable warrants,
with each warrant exercisable to purchase one share of our Class A common stock at an exercise price of $11.50 per share (the “Public
Warrants”), and Public Units, each consisting of one share of Class A common stock and one half of one Public Warrant, were
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


Public Units


 


Each unit has an offering
price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable Public Warrant. Each whole Public
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. Pursuant to the warrant agreement, a Public Warrant holder may exercise its warrants only for a whole number of the
shares of Class A common stock. This means only a whole Public Warrant may be exercised at any given time by a Public Warrant holder.
For example, if a Public Warrant holder holds one-half or two-thirds of one Public Warrant to purchase a share of Class A common
stock, such Public Warrant will not be exercisable. The Class A common stock and Public Warrants comprising the units began separate
trading on March 26, 2021.


 


Common Stock


 


28,750,000 shares of our common stock are
outstanding consisting of:


 


		●	23,000,000
                                         shares of our Class A common stock underlying the units in our IPO; and



 


		●	5,750,000
                                         shares of Class B common stock held by our initial stockholders.



 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and
holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except
as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our common stock that are voted
is required to approve any such matter voted on by our stockholders. Our board of directors is divided into two classes, each of
which will generally serve for a term of two years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the
election of directors can elect all of the directors (prior to consummation of our initial business combination). Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


In accordance with
the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our
first fiscal year end following our listing on the NYSE. 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 public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held
in the Trust Account (which interest shall be 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 anticipated to be approximately $10.00 per public
share. The per share amount we will distribute to investors who properly exercise their redemption rights will not be reduced by
the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that
a beneficial holder 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 they hold and any public shares they may acquire in connection with the completion of our initial business
combination. Our initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to their founder shares if we fail to complete our initial business combination within 24 months after the closing of our
IPO. However, if our initial stockholders, Sponsor or management team acquire public shares in or after the 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 within the allotted 24-month time period. 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 law, if a stockholder vote is
not required by law and we do not decide to hold a stockholder vote for business or other legal 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 law, or we decide to obtain stockholder approval for business or other legal 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, 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. 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 their affiliates in privately-negotiated transactions (as described
in our IPO prospectus), if any, could result in the approval of our business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such initial 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 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 business combination. These quorum and voting thresholds,
and the voting agreements of our Sponsor, officers, and directors, 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 its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our IPO, 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.


 




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If we seek stockholder
approval in connection with our initial business combination, our Sponsor, officers, and directors have agreed to vote their founder
shares and any public shares purchased during or after our IPO in favor of our initial business combination. In addition, in the
event that our board of directors amends our bylaws to reduce the number of shares required to be present at a meeting of our stockholders,
we would need even fewer public shares to be voted in favor of our initial business combination to have such transaction approved.
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the
proposed transaction (subject to the limitations described in the preceding paragraph).


 


Pursuant to our amended
and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months from
the closing of our IPO, 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 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 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 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 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 have agreed to waive their rights to liquidating distributions from the Trust
Account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the
closing of our IPO or during any Extension Period. However, if our initial stockholders or management team acquire public shares
in or 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 within the prescribed time period.


 


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 public stockholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (which interest shall be net of permitted withdrawals), divided
by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations
described herein.


 


Founder Shares 


 


The founder shares
are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock included
in the units sold in our IPO, and holders of founder shares have the same stockholder rights as public stockholders, except that
(i) the founder shares are subject to certain transfer restrictions, as described in more detail below; (ii) our initial stockholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their
redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial
business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold
in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify
the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100%
of our public shares if we have not consummated an initial business combination within 24 months from the closing of the IPO or
with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity
and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they
hold if we fail to complete our initial business combination within 24 months from the closing of the IPO, although they will be
entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete
our initial business combination within such time period, and (iii) the founder shares are automatically convertible into
Class A common stock at the time of the closing of the initial business combination on a one-for-one basis, subject to adjustment
as described herein and in our amended and restated certificate of incorporation. If we submit our initial business combination
to our public stockholders for a vote, our initial stockholders have agreed to vote any founder shares and any public shares held
by them in favor of our initial business combination.


 




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The founder shares
will automatically convert into shares of Class A common stock at the time of the closing of the initial business combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like,
and subject to further 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 connection with our initial business combination, the number of shares of Class A
common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the
total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of
shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock
issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares
of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common
stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our
Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never
occur on a less than one-for-one basis.


 


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, 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 earlier if, subsequent to our initial business combination,
the last reported sales price of the 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 (B) the date following the completion of our initial business combination
on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders
having the right to exchange their shares of Class A common stock for cash, securities or other property.


 


Preferred Stock


 


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


 


Public Warrants


 


Each whole Public 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 12 months from the closing of the IPO or 30 days after the completion
of our initial business combination, and only whole Public Warrants are exercisable. The Public 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 Public Warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock
underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration, or valid exemption from registration is available. No Public Warrant will be exercisable
and we will not be obligated to issue a share of Class A common stock upon exercise of a Public Warrant unless the share of Class
A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws
of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such
Public Warrant and such Public Warrant may have no value and expire worthless. In no event will we be required to net cash settle
any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser
of a unit containing such Public Warrant will have paid the full purchase price for the unit solely for the share of Class A
common stock underlying such unit.


 




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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, and within 60 business days after the closing of our initial business combination,
to have declared effective, a registration statement relating to the shares of Class A common stock issuable upon exercise of the
Public Warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if
our Class A common stock is at the time of any exercise of a Public 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 Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement, but will use our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not
available.


 


Once the Public Warrants
become exercisable, we may call the Public Warrants for redemption:


 


	 	●	in whole and not in part;
	 	 	 
	 	●	at a price of $0.01 per warrant;
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption
    period”) to each warrant holder; and
	 	 	 
	 	●	if, and only if, the reported last sale price of the common stock equals or exceeds $18.00
    per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
    days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption
    to the warrant holders.


 


If and when the Public
Warrants become redeemable by us for cash, 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 Public
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 stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price (for whole shares) after the redemption
notice is issued.


 


If we call the Public
Warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his,
her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their
warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of
warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock
issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of Public Warrants would
pay the exercise price by surrendering their Public Warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of (A) the number of Class A common stock underlying the warrants and (B) the excess
of the “fair market value” (defined in the next sentence) of our Class A common stock over the exercise price
of the warrants by (y) the fair market value. The “fair market value” will mean the average last reported sales
price of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will
contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the
Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will
reduce the number of shares to be issued and thereby lessen the dilutive effect of a Public Warrant redemption. We believe this
feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after our initial business
combination. If we call our Public Warrants for redemption and our management does not take advantage of this option, the holders
of the private placement warrants and their permitted transferees would still be entitled to exercise their private placement warrants
for cash or on a cashless basis using the same formula described above that other Public Warrant holders would have been required
to use had all Public Warrant holders been required to exercise their Public Warrants on a cashless basis, as described in more
detail below.


 




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A holder of a Public
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 and any of its affiliates or any
other person subject to aggregation with such person for purposes of the “beneficial ownership” test under Section
13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person
is or may be deemed to be a part, to the warrant agent’s actual knowledge, would beneficially own (within the meaning of
Section 13 of the Exchange Act) (or to the extent that for any reason the equivalent calculation under Section 16 of the Exchange
Act and the rules and regulations thereunder would result in a higher ownership percentage, such higher percentage would be) in
excess of 4.9% or 9.8% (as specified by the holder) of the shares of Class A common stock outstanding immediately after giving
effect to such exercise.


 


If the number of outstanding
shares of Class A common stock is increased by a share capitalization payable in shares of Class A common stock, or by a split-up
of shares of common stock or other similar event, then, on the effective date of such capitalization, 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 common stock. A rights offering to holders of 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 share capitalization of a number of shares of
Class A common stock equal to the product of (i) 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) and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering
and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable
for shares of 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 (ii) fair
market value means the volume weighted average price of shares of Class A common stock as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Class A common stock trades 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 Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such Class A common stock (or other securities into which
the Public Warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the
redemption rights of the holders of Class A common stock in connection with a proposed initial business combination or a stockholder
vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to allow
redemption in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination within the required time period or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, or (d) 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 Public 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 Public 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.


 




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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 an issue price or effective issue price of less than $9.20 per share of Class A
common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the
case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held
by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”)
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading
day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the Public 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 under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of 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 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 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 Public 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 Class A common 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 Public Warrants would have received if such holder had
exercised their Public Warrants immediately prior to such event. 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 Class A 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 Public Warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the Public 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 Public Warrants pursuant to which the holders of the Public Warrants otherwise do not
receive the full potential value of the Public Warrants.


 


The Public Warrants
are 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 was filed as an exhibit to the registration statement of
which our IPO prospectus is a part, for a complete description of the terms and conditions applicable to the Public Warrants. The
warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder for the purpose
of curing any ambiguity or to correct any mistake, including to confirm the provisions hereof to the description of the terms of
the Public Warrants and the warrant agreement set forth in the IPO prospectus, or curing, correcting or supplementing any defective
provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the warrant
agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the
holders. All other modifications or amendments, including any modification or amendment to increase the Public Warrant price or
shorten the Exercise Period and any amendments to the terms of only the private placement warrants or working capital warrants
shall require the vote or written consent of the holders of a majority of the number of the then outstanding Public Warrants and,
solely with respect to any amendment to the terms of the private placement warrants or working capital warrants or any provision
of the warrant agreement with respect to the private placement warrants or working capital warrants, a majority of the number of
then outstanding private placement warrants and working capital warrants, collectively.


 




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The Public 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 Public Warrants being exercised. The Public Warrant holders do not have the rights or privileges of holders of common
stock and any voting rights until they exercise their Public Warrants and receive Class A common stock. After the issuance 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.


 


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


 


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


 


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 a business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and
general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to
a business combination will be within the discretion of our board of directors at such time. 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 claims and losses that may arise out of acts performed
or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct
of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off
or any right, title, interest or claim of any kind to, or to any monies in, the Trust Account, and has irrevocably waived any right,
title, interest or claim of any kind to, or to any monies in, the Trust Account that it may have now or in the future. Accordingly,
any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and
our assets outside the Trust Account and not against the any monies in the Trust Account or interest earned thereon.




 




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Our Amended and Restated Certificate of Incorporation


 


Our amended and restated
certificate of incorporation contains certain requirements and restrictions relating to our IPO that will apply to us until the
completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least
65% of our outstanding common stock. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon
the closing of our IPO, will 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. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:

 



	 	●	if we are unable to complete our initial business combination within 24 months
    from the closing of our IPO, 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 the public shares,
    at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
    earned on the funds held in the Trust Account (which interest shall be 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 liquidation distributions,
    if any), and (iii) 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 securities that would
    entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a)
    on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation
    to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of the IPO or (y) amend
    the foregoing provisions;
	 	 	 
	 	●	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 which is a member of FINRA or an independent accounting firm that such an initial 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 law 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. Whether or not we maintain
    our registration under the Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity
    to redeem their public shares by one of the two methods listed above;
	 	 	 
	 	●	if our stockholders approve an amendment to our amended and restated certificate of incorporation
    to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination
    or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing
    of our IPO or with respect to any other material provisions relating to stockholders’ rights or pre-business combination
    activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their public 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 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 to be less than $5,000,001.


 






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


 


We will be subject
to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our IPO. This statute prevents certain
Delaware corporations, under certain circumstances, from engaging in a “business combination” with:


 


	 	●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	 	 	 
	 	●	an affiliate of an interested stockholder; or
	 	 	 
	 	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	●	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
	 	 	 
	 	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
	 	 	 
	 	●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


Our amended and restated
certificate of incorporation provides that our board of directors will be classified into two classes of directors. As a result,
in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual
meetings.


 


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 we consent in writing to the selection of an alternative forum, 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 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, or
(iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may
be brought only in the Court of Chancery in the State of Delaware, except any claim (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, or (C) for which the Court
of Chancery does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the
suit will be deemed to have consented to service of process on such stockholder’s counsel. 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 limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents and have the
effect of discouraging lawsuits against us or such persons, 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 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.


 




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Special Meeting of Stockholders


 


Our bylaws provide
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 Chairman.


 


Advance Notice Requirements for Stockholder Proposals
and Director Nominations


 


Our bylaws provide
that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as
directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business
on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary of the
immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in
our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements
as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters
before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action by Written Consent


 


Subsequent to the consummation
of our IPO, any action required or permitted to be taken by our common 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.


 




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