Exhibit 4.5


  


DESCRIPTION OF THE REGISTRANT’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 will consist of 100,000,000 shares of Class A common stock, $0.0001 par value each,
10,000,000 shares of Class B common stock, $0.0001 par value each and 1,000,000 shares of undesignated preferred stock, $0.0001
par value each. The following description summarizes the material terms of our capital stock as set out more particularly in our
amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is
important to you.


 


As of December 31, 2020,
the Company has 23,000,000 shares of Class A common stock issued and outstanding and 5,750,000 shares of Class B common stock issued
and outstanding.


 


Defined terms used herein
and not defined herein shall have the meaning ascribed to such terms in the Company’s annual report.


 


Units


 


Each unit consists of one whole share of
Class A common stock and one-third of one 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. Warrants must be exercised for one whole share of Class
A common stock. No fractional warrants will be issued upon the separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least three units, you will not be able to receive or trade a whole warrant.


 


Common Stock


 


Holders of the Class A common stock Class
B common stock of record are entitled to one vote for each share held on all matters to be voted on by stockholders and will vote
together as a single class, except as required by applicable law or the listing rules of Nasdaq then in effect; provided, that
holders of our Class B common stock will have the right to elect all of our directors prior to our initial business combination
and holders of our Class A common stock will not be entitled to vote on the election of directors during such time. These provisions
of our amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding
common stock entitled to vote thereon. 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
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), and the affirmative vote of a majority of our founder shares is required to approve the election of directors prior
to our initial business combination. Directors are elected for a term of two years. There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the founder shares voted for the election of
directors can elect all of the directors prior to 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.


 


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 Class
A 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.
In addition, as holders of shares of our Class A common stock, our public stockholders will not have the right to vote on the election
of directors prior to completion of our initial business combination. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination. 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
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that
a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor, 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.


 


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 requires these tender offer documents to be filed pursuant to the SEC’s proxy rules.
If, however, a stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, 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, 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 (or, if the applicable listing rules of Nasdaq then in effect require,
a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction).
Unless restricted by Nasdaq listing 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. Unless restricted by Nasdaq listing rules, our initial stockholders
will count towards such quorum. However, the participation of our sponsor, officers, directors, advisors or any of their affiliates
in privately-negotiated transactions (as described in this prospectus), 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
unless restricted by applicable Nasdaq listing rules. For purposes of seeking approval of the majority of our outstanding shares
of common stock voted, 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.


 


If we seek stockholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, 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 it does vote, irrespective of whether it votes for or against the proposed transaction. These quorum and voting
thresholds and the letter agreement may make it more likely that we will consummate our initial business combination.


 






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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 the initial public offering, which we refer to as the “Excess Shares,” without
our prior consent. 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. 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 months from the closing of our initial public offering, we will: (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject
to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes (less 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); 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 sponsor,
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 November 24, 2022. However, if our sponsor, officers and directors acquire public shares, they will be
entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination by November 24, 2022.







 


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 then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business
combination, subject to the limitations described herein.


 


Redeemable 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 November 24, 2021 and 30 days after the completion of our initial business combination.


 


A warrant holder may exercise its warrants
only for a whole number of share 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 three 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 stock underlying the warrants
is then effective and a current prospectus relating thereto is current, 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 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 no event will we be required
to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the 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 fifteen (15) business days, after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement registering the issuance under the Securities Act, of the shares of Class
A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within
60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration of the 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 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 register or qualify the shares under applicable blue sky laws
to the extent an exemption is not available.


 


Redemptions of warrants for cash. Once
the warrants become exercisable, we may redeem the 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 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 last reported sale price of shares
of the Class A 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 warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise their warrants.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of warrants for Class A common
stock. Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive
that number of shares determined by reference to the table below, based on the redemption date and the “fair market value”
of our Class A common stock (as defined below) except as otherwise described below;



 


		●	if, and only if, the last reported sale price of our
Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;



 


		●	if, and only if, the private placement warrants are
also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public
warrants, as described above; and



 


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



 






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The numbers in the table below represent
the number of shares of Class A common stock that a warrant holder will receive upon 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
based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement, references
above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has
been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers
in the table below will not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise
of the warrants if we are not the surviving entity following our initial business combination.


 


The stock prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is
adjusted as set forth in the first three paragraphs under the heading “— Anti-dilution Adjustments” below. The
adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares
in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of
a warrant.





 


	Redemption Date (period to 	 	 	 	 	Fair Market Value of Class A Common Stock	 
	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	 	 	 	0.348	 	 	 	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	 













 






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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 exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading
date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such
time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.277 Class A 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 average last reported sale price of our Class A common stock
for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders
of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose
to, in connection with this redemption feature, exercise their warrants for 0.298 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 shares of Class A common
stock per warrant. Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot
be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not
be exercisable for any shares of Class A common stock.


 


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.” Holders choosing to exercise their warrants in connection with a redemption pursuant to
this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility
input as of the date of this 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 Class A common stock than they would have received if they had chosen to wait to exercise their warrants for Class A common
stock if and when such 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 exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will
round down to the nearest whole number of the number of Class A common stock to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for
instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.


 






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Redemption procedures and cashless exercise.
If we call the warrants for redemption as described above under “— Redemption of warrants for cash,” 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 Class A common stock issuable upon the exercise of our warrants. If our management takes
advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of
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” (defined below)
over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. The “fair market value”
shall mean the average last reported sale price of shares 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 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 “fair market value” in such case. Requiring a cashless
exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor
and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis
using the same formula described above that other warrant holders would have been required to use had all warrant holders been
required to exercise their warrants on a cashless basis, as described in more detail below.







 


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 our Class A common stock is increased by a stock dividend payable in shares of Class A common stock
to all or substantially all holders 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 shares 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 (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) multiplied
by (ii) one (1) 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 (i) 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 (ii) fair market value means the volume
weighted average price 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 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, (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 (A) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by November
24, 2022 or (B) with respect to any other provision relating to stockholders’ 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.


 






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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 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 our shares of 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 bylaws or as a result of the redemption 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 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 adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in the warrant agreement. 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 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 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 the Black-Scholes Warrant Value (as defined in the warrant
agreement) of the warrant.


 


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 will be filed as an exhibit to the registration statement of which this prospectus is a
part, for a complete 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 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.


 






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In addition, if we issue additional shares
of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a newly issued price of less than $9.20 per share of 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
respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance), the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


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 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.


 


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 cannot be amended without the approval of the holders of at least 65% of our common stock.


 


Our initial stockholders 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. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if we are unable to complete our initial business
combination by November 24, 2022, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as
reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less 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); 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 shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account
or (ii) vote as a class with our public shares on any initial business combination;



 






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		●	although we do not currently 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 and disinterested directors, will
obtain an opinion from an independent investment banking firm that is a member of FINRA, or another independent entity that commonly
renders valuation opinions, 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 listing requirements 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;



 


		●	in the event our securities are listed on Nasdaq,
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 assets held in the trust account (excluding the amount of any deferred underwriting discount and taxes payable
on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial
business combination;



 


		●	if our stockholders approve an amendment to our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
by November 24, 2022 or (B) with respect to any other provision relating to stockholders’ 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 Class A 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 earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares; and



 


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



 


In addition, our amended and restated 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.


 


Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans, if any, have registration rights to
require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to
our Class A common stock) pursuant to the terms of a registration rights agreement. These holders are entitled to make up to three
demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition,
these holders have certain “piggy-back” registration rights to include such securities in other registration statements
filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However,
the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on the
earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business
combination, if the last reported sale 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 (C) the date following the completion of our initial business
combination on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results
in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property,
and (ii) in the case of the private placement warrants and the respective Class A common stock underlying such warrants, 30 days
after the completion of our initial business combination. We will bear the costs and expenses incurred in connection with filing
any such registration statements.


 


 


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