Exhibit 4.5


 




 


DESCRIPTION OF SCIENCE STRATEGIC ACQUISITION
CORP. ALPHA’s

SECURITIES REGISTERED PURSUANT TO SECTION 12

OF THE SECURITIES EXCHANGE ACT OF 1934


 


The following description summarizes the material
terms of the securities of Science Strategic Acquisition Corp. Alpha registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) 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. References herein to “us,”
 “we,” “our,” or the “Company” refer to Science Strategic Acquisition Corp. Alpha. We are a Delaware
corporation and our affairs will be governed by our amended and restated certificate of incorporation, the Delaware General Corporation
Law, or DGCL, and applicable stock exchange rules. Pursuant to our amended and restated certificate of incorporation, we are authorized
to issue 400,000,000 shares of our Class A common stock, $0.0001 par value each (“Class A common stock”), 40,000,000 shares
of our Class B common stock, $0.0001 par value each (“founder shares”), and 1,000,000 undesignated shares of preferred stock,
$0.0001 par value each.


 




Units


 


Each unit consists of one share of our Class A
common stock and one-third of one redeemable warrant (“warrant”) (collectively, a “unit”). 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.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s shares of
our Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


On March 18, 2021, the Class A common stock and
warrants began trading separate trading. Holders have the option to continue to hold units or separate their units into the
component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into shares of
our Class A common stock and warrants. Additionally, the units will automatically separate into their component parts and will
not be traded after completion of our merger, share exchange, asset acquisition, stock purchase, reorganization or other similar business
combination with one or more businesses or entities, which we refer to as our initial business combination. 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.


 


Common Stock


 


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


 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 400,000,000 shares of our Class A common stock, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock
which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder
approval in connection with our initial business combination.


 






     


     


    

 


In accordance with Nasdaq Capital Market (“Nasdaq”)
corporate governance requirements, we are not required to hold an annual meeting until not later than one year after our first fiscal
year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of
stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu
of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if
our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to
force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their shares upon the completion of our initial business combination at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination, including interest (net of permitted withdrawals), divided by the number of then outstanding public shares, subject
to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters of our initial public offering. The redemption right will include the requirement that any beneficial owner
on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Each public stockholder
may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction. SSAC Alpha Sponsor, LLC ( 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. Permitted transferees of our sponsor, officers or directors will
be subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction
with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote
is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business
or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the
tender offer rules of the Securities and Exchange Commission (“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 contain substantially the same financial and other information about the initial business combination and the redemption rights as
is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or
stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, unless a different vote is required by applicable law or stock exchange rules, we will complete our initial
business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. Unless
otherwise required by applicable law or stock exchange rules, a quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares
of capital stock of the Company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors
or any of their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days
nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial
business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business
combination.


 






     


     


    

 


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


 


If we seek stockholder approval in connection with
our initial business combination, our initial stockholders, officers and directors have (and their permitted transferees, as applicable,
will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result,
in addition to the founder shares, we would need 11,643,751, or 37.5% (assuming all issued and outstanding shares are voted), or 1,940,626,
or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 31,050,000 public shares sold in our initial
public offering to be voted in favor of our initial business combination in order to have such initial business combination approved.
Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether
they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 24 months of the closing of our initial public
offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but
no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months
of the closing of our initial public offering. However, if our sponsor or any of our officers or directors acquires public shares after
our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we fail to complete our initial business combination within 24 months of the closing of our initial public offering.


 


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


 






     


     


    

 


Founder Shares


 


The founder shares are designated as shares of our
Class B common stock and are identical to the shares of our Class A common stock included in the units, and holders of
founder shares have the same stockholder rights as public stockholders, except that: (1) prior to our initial business combination,
only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares
may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (3) our initial stockholders, directors and officers have entered into a letter agreement with
us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares
held by them, as applicable, in connection with the completion of our initial business combination; (ii) their redemption rights
with respect to any founder shares and public shares held by them 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 within 24 months
from the closing of our initial public offering or during extended time that we have to consummate a business combination beyond 24 months
as a result of a stockholder vote to amend our certificate of incorporation (an “Extension Period”), or (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) 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 our initial public offering or during any Extension Period (although they will be
entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (4) the founder shares will automatically convert into shares of our Class A
common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares are entitled
to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders
have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their
founder shares and any public shares held by them purchased in favor of our initial business combination.


 


The founder shares will automatically convert into
shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a
one-for-one basis, subject to adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional shares of our Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued our initial public offering and related to the
closing of our initial business combination, the ratio at which the shares of our Class B common stock will convert into shares of
our Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of our Class B
common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of
shares of our Class A common stock issuable upon conversion of all shares of our Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the sum of all shares of common stock issued and outstanding upon the completion of our initial public
offering plus all shares of our Class A common stock and equity-linked securities issued or deemed issued in connection with our
initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business
combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable
or exchangeable for shares of our Class A common stock issued in a financing transaction in connection with our initial business
combination, including but not limited to a private placement of equity or debt securities.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our directors and officers 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; and (B) subsequent to our initial business combination (x) if the last
reported sale price of shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20
trading days within any 30-trading day period commencing at least 150 days after our initial business combination or
(y) the date on which we complete a liquidation, merger, share 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.


 






     


     


    

 


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 are 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 are be able to, without stockholder approval, issue shares of preferred stock with voting and other rights that
could adversely affect the voting power and other rights of the holders of the shares of common stock and could have anti-takeover effects.
The ability of our board of directors to issue shares of 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 shares of preferred stock issued and
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.


 


Redeemable Warrants


 


Public Stockholders’ 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 30 days after the completion of our initial business combination and 12 months from the closing
of our initial public offering, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of our 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
our 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 of 1933, as amended (the “Securities Act”) covering the issuance of the
shares of our Class A common stock issuable upon exercise of 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, or a valid exemption from registration
is available, including in connection with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption
of warrants when the price per share of our Class A common stock equals or exceeds $10.00.” 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 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 our Class A common stock underlying such unit.


 


We have not registered the shares of our
Class A common stock issuable upon exercise of the warrants at this time. However, 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 commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the shares of
our Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in
accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the
60th business day following the closing of the initial business combination, holders of the warrants will have the right, during the
period beginning on the 61st business day after the closing of the initial business combination and ending upon such registration
statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective
registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants, to exercise
such warrants on a “cashless basis.” Notwithstanding the above, if shares of our Class A common stock are, at the
time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a
 “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the
warrants for that number of shares of our Class A common stock equal to the lesser of (A) the quotient obtained by
dividing (x) the product of the number of shares of our Class A common stock underlying the warrants, multiplied by the
excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market
value and (B) 0.361 shares of our Class A common stock per warrant. The “fair market value” as used in the
preceding sentence shall mean the volume weighted average price of the shares of our Class A common stock for the 10 trading
days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 






     


     


    

 


Redemption of warrants when the price per share
of our Class A common stock equals or exceeds $18.00.   Once the warrants become exercisable, we may redeem the
outstanding warrants (except as described herein with respect to the warrants issued to our sponsor in a private placement simultaneously
with the closing of our initial public offering (“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 to each warrant holder; and






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



 


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


 


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


 






     


     


    

 


Redemption of warrants when the price per share
of our Class A common stock equals or exceeds $10.00.   Once the warrants become exercisable, we may redeem the
outstanding warrants:


 


		•	in whole and not in part;






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






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






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



 


During the period beginning on the date the notice
of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the
number of shares of our Class A common stock that a warrant holder will receive upon such cashless exercise in connection with a
redemption by us pursuant to this redemption feature, based on the “fair market value” of shares of our Class A common
stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10
per warrant), determined for these purposes based on volume weighted average price of shares of our Class A common stock during the
10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months
that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide
our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references above
to shares of our Class A common stock shall include a security other than shares of our Class A common stock into which the
shares of our Class A common stock have 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 our 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 share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the 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. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth
paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will
equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued
Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in
the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant
pursuant to such exercise price adjustment.


 



     


     


    

 


		 	 	Fair Market Value of Shares of our Class A Common Stock	 
	Redemption Date (period to expiration of warrants)	 	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 


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



 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of shares of our 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 volume
weighted average price of shares of our Class A common stock during the 10 trading days immediately following the date on which the
notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration
of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of our Class A
common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the
table above, if the volume weighted average price of shares of our Class A common stock during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months
until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298
shares of our 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 our Class A common stock per warrant (subject to adjustment). Finally, as reflected in the
table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with
a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of our Class A common stock.


 






     


     


    

 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the shares of our 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 shares of our Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price
of shares 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 when the price per share of our Class A common stock equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number
of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of our 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. We will be required to
pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly
proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in
this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price
to the warrant holders.


 


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


 


No fractional shares of our 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 shares of our 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 our 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. At such time as the warrants become exercisable for a security other than the shares of our Class A common stock,
the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable
upon the exercise of the warrants.


 


Redemption procedures.   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 our Class A common stock issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution
Adjustments.   If the number of issued and outstanding shares of our Class A common stock is increased by a
capitalization or stock dividend payable in shares of our Class A common stock, or by a split-up of shares of our Class A
common stock or other similar event, then, on the effective date of such capitalization or stock dividend, split-up or similar
event, the number of shares of our Class A common stock issuable on exercise of each warrant will be increased in proportion to
such increase in the issued and outstanding shares of our Class A common stock. A rights offering to holders of shares of our
Class A common stock entitling holders to purchase shares of our Class A common stock at a price less than the
 “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of our
Class A common stock equal to the product of (1) the number of shares of our 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 shares of our Class A common stock) and (2) one minus the quotient of (x) the price per share of our
Class A common stock paid in such rights offering and (y) the historical fair market value. For these purposes,
(1) if the rights offering is for securities convertible into or exercisable for shares of our Class A common stock, in
determining the price payable for shares of our Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical fair
market value” means the volume weighted average price of shares of our Class A common stock during the 10 trading day
period ending on the trading day prior to the first date on which the shares of our 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 to all or substantially all of the holders of shares of our Class A common stock a dividend or
make a distribution in cash, securities or other assets to the holders of shares of our Class A common stock on account of such shares
of our Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above,
(b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the shares of our Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution
does not exceed $0.50 (as adjusted for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations
and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or
less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of our Class A common stock in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of shares of our 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 within 24 months from the closing of our initial public offering 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 our Class A common stock in respect of such event.


 


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


 


Whenever the number of shares of our 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 our 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 our Class A common stock so purchasable immediately thereafter.


 


In addition, if (x) 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 an issue price or effective issue 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
sponsor or its affiliates, without taking into account any founder shares held by our sponsor 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 completion of our initial business combination (net of redemptions), and (z) the volume weighted average
trading price of shares of our Class A common stock during the 20 trading day period starting on the trading day prior to the
day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and
the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants
when the price per share of our Class A common stock equals or exceeds $18.00” and “— Redemption of warrants
when the price per share of our Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price
described above under “— Redemption of warrants when the price per share of our Class A common stock equals or
exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price.


 



     


     


    





 


In case of any reclassification or reorganization
of the issued and outstanding shares of our Class A common stock (other than those described above or that solely affects the par
value of such shares of our Class A common stock), or in the case of a merger or consolidation of us with or into another corporation
(other than a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding shares of our 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 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, stock or other equity 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
merger or consolidation, 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 merger or consolidation that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided
for in the Company’s amended and restated certificate of incorporation or as a result of the redemption of shares of our 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 issued and
outstanding shares of our 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 shares of our 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 shares of our Class A common stock in such a transaction is payable
in the form of shares of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant
exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant.


 


The 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 was filed as an exhibit to the registration statement filed in connection with
our initial public offering, for a complete description of the terms and conditions applicable to the warrants. The warrant
agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of
(i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the
description of the terms of the warrants and the warrant agreement set forth in our prospectus, or defective provision or
(ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties
to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the
registered holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at
least 65% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement
warrants or any provision of the warrant agreement with respect to the private placement warrants, at least 65% of the then
outstanding private placement warrants.


 






     


     


    

 


The warrant holders do not have the rights or privileges
of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of our Class A common
stock. After the issuance of shares of our 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 warrants will be issued upon separation
of the units and only whole warrants will trade.


 


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.


 


Private Placement Warrants


 


The private placement warrants (including the shares
of our Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our directors
and officers and other persons or entities affiliated with our sponsor) and they will not be redeemable by us (except as described above
under “— Public Stockholders’ Warrants—Redemption of warrants when the price per share of our Class A common
stock equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees. Our sponsor, or its permitted
transferees, has the option to exercise the private placement warrants on a cashless basis and have certain registration rights described
herein. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part of
the units in our initial public offering. If the private placement warrants are held by holders other than our sponsor or its permitted
transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the
same basis as the warrants included in the units sold in our initial public offering.


 


Except as described under
 “—Public Stockholders’ Warrants—Redemption of warrants when the price per share of our Class A common
stock equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they
would pay the exercise price by surrendering his, her or its warrants for that number of shares of our Class A common stock
equal to the quotient obtained by dividing (x) the product of the number of shares of our Class A common stock underlying
the warrants, multiplied by the excess of the “historical fair market value” (defined below) less the exercise price of
the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” shall
mean the average last reported sale price of the shares 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 warrant exercise is sent to the warrant agent. The reason that we have agreed
that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees is
because it is not known at this time whether they will be affiliated with us following a business combination. If they remain
affiliated with us, their ability to sell our securities in the open market will be significantly limited. Our insider trading
policy restricts insiders from selling our securities except during specific periods of time. Even during such periods of time when
insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of
material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of
our Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise,
the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to
exercise such warrants on a cashless basis is appropriate.


 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may loan us funds as may be required, although they are under no obligation to advance funds or invest in
us. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant
at the option of the lender. Such warrants would be identical to the private placement warrants.


 






     


     


    

 


Dividends


 


We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. On January 25, 2021, we effected a stock dividend with respect to
our founder shares, of 1,293,750 shares of Class B common stock, resulting in our initial stockholders holding an aggregate of 7,762,500
shares of Class B common stock. 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 in connection with our initial business combination, 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 shares of 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 relating to our initial public offering that will apply to us until the completion of our
initial business combination. These provisions (other than amendments relating to the appointment of directors, which require the approval
of a majority of at least 90% of our common stock voting in a stockholder meeting) cannot be amended without the approval of the holders
of at least 65% of our common stock.


 


Our initial stockholders, who collectively own 20%
of our shares of common stock, 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 have not completed our initial business combination within 24 months from the closing of our initial public offering, we
will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than
10 business days thereafter, redeem 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall
be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,
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 common stock that would entitle the holders thereof
to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination;



 


		·	although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm
that regularly renders fairness opinions on the type of target business we are seeking to acquire 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 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;



 


		·	as long as 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 net assets held in trust (net of amounts disbursed to management for working
capital purposes and excluding the amount of any deferred underwriting discount held in trust);



 


		·	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 within 24 months from the closing of our initial public offering 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 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 (which interest shall be
net of taxes payable), divided by the number of then issued and outstanding public shares; and



 


		·	we will not effectuate our initial business combination 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 following such redemptions.


 


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


 


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


 


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



 


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



 


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



 






     


     


    

 


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


 


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


 


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


 


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


 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any 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
action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other
than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under
the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent
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 have the effect of discouraging lawsuits against our directors and officers, although
our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


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


 









     


     


    

 


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, if any.


 


Securities Eligible for Future Sale


 


We have 38,812,500 shares of common stock issued
and outstanding. Of these shares, the 31,050,000 shares of our Class A common stock sold in our initial public offering are freely
tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the remaining 7,762,500 founder shares and all 5,473,333 private
placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public
offering, and are subject to transfer restrictions.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of common stock or warrants for at least six months would be entitled to sell their securities provided that
(1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale
and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period
as we were required to file reports) preceding the sale.


 


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


 


		·	1% of the total number of shares of common stock then issued and outstanding, which will equal 388,125 shares; or



 


		·	the average weekly reported trading volume of the shares of common stock during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to the sale.



 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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


 






     


     


    

 


Registration Rights


 





The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans (and any shares of our Class A common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion
of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement requiring us to register such
securities for resale (in the case of the founder shares, only after conversion to shares of our Class A common stock). The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415
under the Securities Act. However, the registration rights agreement provides that we will not be required to effect or permit any registration
or cause any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period.
We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on Nasdaq under the symbols “SSAAU,” “SSAA,” and “SSAAW,” respectively.