Exhibit
4.5


 


DESCRIPTION
OF SECURITIES


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value, 100,000,000
shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following
description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that
is important to you.


 


Units


 


Each unit consists of one share of Class A common
stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common
stock at a price of  $11.50 per share, subject to adjustments as described set forth in the warrant agreement. 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 any given time by a warrant holder. No fractional warrants have been issued upon separation of
the units and only whole warrants are traded.


 


The common stock and warrants constituting the
units began separate trading on February 5, 2021.


 


Common Stock


 


As of March 30, 2021, a total of 62,500,000 shares
of our common stock are outstanding, including:


 


		·	50,000,000 shares of our Class A common stock; and






		·	12,500,000 shares of Class B common stock held by Churchill Sponsor V LLC
(“sponsor”).



 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock will have the right to elect
all of our directors prior to the consummation of our initial business combination. On any other matter submitted to a vote of our stockholders,
holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by
applicable law or stock exchange rule. 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). Directors are divided into three classes, each of which will generally serve for a term of three years with only one class
elected in each year. 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 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.


 






     


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In accordance with the New York Stock Exchange
(the “NYSE”) 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 the NYSE. Under Section 211(b) of the Delaware General Corporation Law (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 was initially $10.00 per public share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters. The redemption right will include the requirement that any beneficial owner on whose behalf a redemption right is being
exercised must identify itself in order to validly redeem its shares. Our 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 are 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 (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 contain substantially the same financial and other information about the initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable
law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If we seek stockholder approval, unless a different vote is required by applicable law or stock exchange rules, we will complete
our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business
combination. Unless otherwise required by applicable law or stock exchange rules, a quorum for such meeting will consist of the holders
present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all
outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation of our sponsor, officers,
directors, advisors or any of their respective affiliates in privately-negotiated transactions (as described in the initial public offering
(“IPO”) 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. 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 quorums and voting thresholds and
agreements 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 Securities
Exchange Act of 1934, as amended, or the “Exchange Act”), will be restricted from redeeming more than an aggregate of 15%
of the shares sold in the IPO, without our prior consent, which we refer to as the “Excess Shares.” However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order
to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection with
our initial business combination, our sponsor, 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 our sponsor’s founder shares, we would need 18,750,001, or 37.5%, of the 50,000,000 public shares sold in the IPO to be voted
in favor of our initial business combination (assuming all issued and outstanding shares are voted and the option to purchase additional
units is not exercised) 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 the completion window, 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 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 within the completion window. However, if our sponsor or any of our officers or directors acquires public
shares after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the completion window.


 






     


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


 


Founder Shares


 


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


 


The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued
in excess of the amounts sold in the IPO and related to the closing of our initial business combination, the ratio at which shares of
Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that
the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the total number of all shares of common stock outstanding plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class
A common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued,
or to be issued, to any seller in our initial business combination and any private placement warrants issued upon the conversion of working
capital loans made to us.


 






     


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With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor
and other permitted transferees, each of whom are subject to the same transfer restrictions) until the earlier of  (A) one year
after the completion of our initial business combination, (B) subsequent to our initial business combination, if the closing price of
our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
and (C) following the completion of our initial business combination, such future date on which we complete a liquidation, merger, stock
exchange, reorganization or other similar transaction that results in all of our 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 able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change
of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not
currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


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 12 months from the closing of the IPO and 30 days after the completion of our initial business combination.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.
This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants have been issued upon separation
of the units and only whole warrants are traded. 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.


 






     


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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 of 1933, as amended, (the “Securities Act”) covering the issuance of the shares of Class
A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common
stock is available, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value
and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit
containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such
unit.


 


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


 


Redemption of Warrants for Cash.
Once the warrants become exercisable, we may call the warrants for redemption:


 


		•	in whole and not in part;






		•	at a price of  $0.01 per warrant;






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






		•	if, and only if, the closing price of our 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 on which we send the notice of redemption to the warrant holders.



 






     


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If and when the warrants become redeemable by us,
we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws.


 


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


 


Redemption Procedures and Cashless Exercise.
If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our
warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair
market value. The “fair market value” shall mean the average closing price of the Class A common stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of 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.


 






     


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Anti-Dilution Adjustments. If the
number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by
a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase
in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase
shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class
A common stock equal to the product of  (1) the number of shares of Class A common stock actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common
stock) multiplied by (2) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided
by (y) the fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Class
A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted
average price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date
on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the 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 to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to
redeem 100% of our Class A common stock if we do not complete our initial business combination within the completion window, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


Whenever the number of shares of Class A common
stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying
the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares
of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of
which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 






     


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


 


The warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement has
been filed as an exhibit to the IPO registration statement and contains the 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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The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive
shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Private Placement Warrants


 


The private placement warrants (including the Class
A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions as described under the IPO registration
statement’s section entitled “Principal Stockholders — Transfers of Founder Shares and Private Placement
Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable
by us 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 are entitled to certain registration rights. Otherwise, the private
placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO. 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 and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.


 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class
A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y)
the fair market value. The “fair market value” shall mean the average closing price of the Class A common stock for the 10
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. 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. We expect to
have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class
A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could
be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 






     


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In order to finance transaction costs in connection
with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but none of
them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts
out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would
be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of  $1.00 per
warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor.


 


Dividends


 


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


 


Our Transfer Agent and Warrant Agent


 


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


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions from the time of the IPO 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 sponsor, who collectively and beneficially own 20% of our common stock, may participate in any vote to amend
our amended and restated certificate of incorporation and has the discretion to vote in any manner it chooses. Prior to an initial business
combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 






     


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		•	if we are unable to complete our initial business combination within the completion window, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law;






		•	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to: (1) receive funds from the trust account; or (2) vote on any initial business combination;






		•	although we do not intend to enter into a business combination with a target business that is affiliated with M. Klein and Company,
our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we seek to complete our initial business
combination with a company that is affiliated with M. Klein and Company, our sponsor, officers or directors, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm that such a business combination is fair to our company from a financial point of view;






		•	if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do not
decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;






		•	if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred
underwriting discount).






		•	if our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing
of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within the completion window, we will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals), divided by the
number of then outstanding public shares; and






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



 






     


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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.


 


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 contains similar provisions providing that we may not
engage in certain “business combinations” with any “interested stockholder” for a three-year period following
the time that such stockholder becomes an interested stockholder unless:


 


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






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






		•	on or subsequent to such time, the business combination is approved by the Board 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.


 






     


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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 will be 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 will 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.


 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120
days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange
Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also
specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting
of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of
certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential
acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence
or obtain control of us.


 






     


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Action by Written Consent


 


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


 


Classified Board of Directors


 


Our board of directors will initially be divided
into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated
certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors.
Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and
only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled
to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a
vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.


 


Class B Common Stock Consent Right


 


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


 


Securities Eligible for Future Sale


 


We have 50,000,000 shares of Class A common stock
outstanding. All of these shares 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 12,500,000 Class B founder
shares and all 11,000,000 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 as set forth in the IPO prospectus.


 






     


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Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our 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 our 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 Class A common stock then outstanding, which will equal 500,000 shares; or



  


		•	the average weekly reported trading volume of the 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 a 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:


 






     


    	 	 	17



    

 


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






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






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






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



 


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


 


Listing of Securities


 


We have listed our units, Class A common stock
and warrants on the NYSE under the symbols “CCV.U,” “CCV” and “CCV WS,” respectively. The common stock
and warrants constituting the units began separate trading on February 5, 2021.