Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


General


 


We are a Cayman Islands exempted company
(company number 362527) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which
was adopted upon the consummation of the offering, we were authorized to issue 220,000,000 ordinary shares, $0.0001 par value each,
including 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $0.0001
par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and
restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important
to you.


 


Units


 


Public Units


 


Each unit has an offering price of $10.00
and consists of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase
one Class A ordinary share 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 Class A ordinary shares. This means only a whole
warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant
to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant,
such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares
and warrants have commenced separate trading, and holders had the option to continue to hold units or separate their units into
the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into
Class A ordinary shares and warrants. No fractional warrants were issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


Ordinary Shares


 


Prior to the date of the Form 10-K, there
were 8,625,000 Class B ordinary shares outstanding, all of which were held of record by the holders of our founder shares prior
to the closing of the public offering (the “initial shareholders”), so that our initial shareholders would own 20%
of our issued and outstanding shares after the offering . As of December 31, 2020, 43,125,000 of our ordinary shares were outstanding
including:


 


		➤	34,500,000 Class A ordinary shares underlying units issued
as part of the offering; and



 


		➤	8,625,000 Class B ordinary shares held by our initial shareholders.



 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of
Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required
by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions
of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted
is required to approve any such matter voted on by our shareholders. Approval of certain actions requires a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant
to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum
and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed
in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more
than 50% of the shares voted for the appointment of directors can elect all of the directors. However, only holders of Class B
ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of our initial
business combination, meaning that holders of Class A ordinary shares do not have the right to appoint any directors until after
the completion of our initial business combination. Our shareholders 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 memorandum
and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, 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 Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term.


 


In accordance with NYSE corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our
listing on NYSE. There is no requirement under the Companies Law for us to hold annual or general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.


 


We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two
business days prior to the consummation of our initial business combination, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions 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. Our sponsor, D8 Sponsor LLC (“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 their founder shares and public shares in connection with the completion of our initial business combination. Unlike
many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their
initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business
combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold
a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of
association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC
prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these
tender offer documents to contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction
is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose
acquisition 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 shareholder approval, we will complete our initial business combination only if we receive
an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend
and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even
if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination.
For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business
combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five
days’ notice be given of any general meeting.


 


If we seek shareholder 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 memorandum and articles of association provide that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without
our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption
distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders
will continue to hold that number of shares exceeding 20% and, in order to dispose such shares would be required to sell their
shares in open market transactions, potentially at a loss.


 




    2


     


    

 


If we seek shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public
shares purchased after the offering (including in open market and privately-negotiated transactions) in favor of our initial business
combination. As a result, in addition to our initial shareholders’ founder shares, we would need 12,937,501, or 37.5%, of
the 34,500,000 public shares sold in the offering to be voted in favor of an initial business combination in order to have our
initial business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the
general meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination by July 17, 2022, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account (less taxes payable 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 shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of 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 their founder shares if we fail to complete our initial
business combination by July 17, 2022. However, if our sponsor or management team acquire public shares in or after the 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 the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders 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 shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem
their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the
conditions described herein.


 


Founder Shares


 


The founder shares are designated as Class
B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in the
offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration
rights; (iii) 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 their founder shares and public shares in connection with the completion of
our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (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 have not consummated an initial business combination by July 17, 2022 or (B) with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their
rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial
business combination by July 17, 2022, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period and (D)
vote any founder shares held by them and any public shares purchased after the offering (including in open market and privately-negotiated
transactions) in favor of our initial business combination, (iv) the founder shares are automatically convertible into Class A
ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association, and (v)
only holders of Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with
the completion of our initial business combination.


 




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The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on
a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares
issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares
outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including
the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial
business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class
A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants
issued to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder
shares will never occur on a less than one-for-one basis.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class
A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, and (B) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property.


 


Register of Members


 


Under Cayman Islands law, we must keep
a register of members and there will be entered therein:


 


		➤	the names and addresses of the members, a statement of
the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the
voting rights of the shares of each member;



 


		➤	the date on which the name of any person was entered on
the register as a member; and



 


		➤	the date on which any person ceased to be a member.



 


Under Cayman Islands law, the register
of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption
of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as
a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing
of the public offering, the register of members was immediately updated to reflect the issue of shares by us. Once our register
of members was updated, the shareholders recorded in the register of members were deemed to have legal title to the shares set
against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court
for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has
the power to order that the register of members maintained by a company should be rectified where it considers that the register
of members does not reflect the correct legal position. If an application for an order for rectification of the register of members
were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands
court.


 




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Preferred Shares


 


Our amended and restated memorandum and
articles of association authorize 1,000,000 preferred shares and provide that preferred shares may be issued from time to time
in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors is able to, without shareholder approval, issue preferred shares with voting
and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could
have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder 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 shares outstanding at the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure
you that we will not do so in the future. No preferred shares were issued or registered in the offering.


 


Warrants


 


Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of one year from the closing of the offering or 30 days after the completion of our initial business
combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class
A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders
to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are
registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive
or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00
p.m., New York City time, or earlier upon redemption or liquidation.


 


We are not be obligated to deliver any
Class A ordinary shares 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 with respect to the Class A ordinary shares underlying the warrants is then effective
and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable and we are not be obligated to issue a Class A ordinary share upon exercise of a warrant unless
the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the
securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two
immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to
exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle
any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing
such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable,
but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective 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 a registration statement covering the Class A ordinary shares issuable
upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period
when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of warrants
sold as part of the units in the offering (the “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, and in the event we do not so elect, we will use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 




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


 


		➤	in whole and not in part;



 


		➤	at a price of $0.01 per warrant;



 


		➤	upon a minimum of 30 days’ prior written notice of
redemption (the “30-day redemption period”); and



 


		➤	if, and only if, the closing price of the Class A ordinary
shares 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 “—Redemption Procedures—Anti-dilution Adjustments”)
for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the
warrant holders.



 


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


 


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
ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00.    Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		➤	in whole and not in part;



 


		➤	at a price of $0.10 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” (as defined below) of our Class A ordinary shares except as otherwise described below; and



 


		➤	if, and only if, the closing price of our Class A
ordinary shares 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 “—Redemption Procedures—Anti-dilution Adjustments”)
for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders.



 


Beginning on the date the notice of redemption
is given and until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The
numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and
such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume-weighted average price
of our Class A ordinary shares 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.


 




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Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
ordinary shares have been converted or for which they have been exchanged in the event we are not the surviving company in 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 “—Redemption Procedures—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 “—Redemption
Procedures—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share prices 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 “—Redemption Procedures—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 “—Redemption Procedures—Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share prices less the decrease
in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	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	 




 




    7


     


    

 


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 Class A ordinary shares 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 our Class A ordinary shares 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 Class A ordinary shares for each whole warrant. For an example where the exact fair market value
and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary
shares 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 Class A ordinary shares for each whole warrant.
In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361
Class A ordinary shares 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 Class A ordinary shares.


 


This redemption feature differs from the
typical warrant redemption features used in many other blank check company offerings, which typically only provide for a redemption
of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when
the trading price of our Class A ordinary shares 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 Class A ordinary share 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 the 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 Class A ordinary shares 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
Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant
holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their
warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the
exercise price of $11.50.


 


No fractional Class A ordinary shares
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 the number of Class A ordinary shares to be issued to the holder. If, at the time of
redemption, the warrants are exercisable for a security other than the Class A ordinary shares 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 Class A ordinary shares, 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 4.9% or 9.8% (as specified by the holder) of the Class A ordinary
shares outstanding immediately after giving effect to such exercise.


 




    8


     


    

 


Anti-dilution Adjustments.    If
the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or
by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division
or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to
such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization
of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares 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 ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and
(y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for
Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means
the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially
all the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities 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 ordinary shares in connection with a proposed initial business combination, or (d) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market
value of any securities or other assets paid on each Class A ordinary share in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market
Value of our Class A ordinary shares is below $9.20 per share, then 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 prices described above under “Description of Securities—Warrants—Public Warrants—Redemption of
warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price
per Class A ordinary share 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 “Description
of Securities—Warrants—Public Warrants—Redemption of warrants when the price per Class A ordinary share 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.


 




    9


     


    

 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class
A ordinary shares), 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
issued and outstanding Class A ordinary shares), 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 Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of Class A ordinary shares 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. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is
payable in the form of Class A ordinary shares 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 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.


 


The warrants were issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement, (ii) adjusting the provisions relating to cash dividends on ordinary shares
as contemplated by and in accordance with the warrant agreement or (iii) 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, provided that the approval by the
holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests
of the registered holders of public warrants, and, solely with respect to any amendment to the terms of the private placement warrants,
50% of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which was filed as an
exhibit to this Annual Report on Form 10-K for a complete description of the terms and conditions applicable to the warrants.


 


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


 


Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors
and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they are held by our
sponsor, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have the option to exercise
the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in the offering. If the private placement warrants are held
by holders other than the 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 offering.


 




    10


     


    

 


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 Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will
mean the average reported closing price of the Class A ordinary shares 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 the sponsor or 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 shareholders who could exercise their warrants and sell the Class A ordinary
shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be
significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 


Dividends


 


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


 


Certain Differences in Corporate Law


 


Cayman Islands companies are governed by
the Companies Law. The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments, and
differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material
differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the
United States and their shareholders.


 


Mergers and Similar Arrangements.    In
certain circumstances, the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between
a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws
of that other jurisdiction).


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 66 2⁄3% in value of the voting shares voted at a general meeting) of the shareholders
of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued
shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security
interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of
Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied
with, the Registrar of Companies will register the plan of merger or consolidation.


 




    11


     


    

 


Where the merger or consolidation involves
a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the
requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional
documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those
laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other
similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign
company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any
jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme,
order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors
of the foreign company are and continue to be suspended or restricted.


 


Where the surviving company is the Cayman
Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the
effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign
company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud
unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign
company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived;
(b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company;
and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii)
that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist
under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public
interest to permit the merger or consolidation.


 


Where the above procedures are adopted,
the Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their
dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger
or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation
is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders,
the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within
20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention
to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following
the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must
make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value
and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company
must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period,
within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a
petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the
names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached
by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with
a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder
whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value
is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding
shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation
system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a
national securities exchange or shares of the surviving or consolidated company.


 




    12


     


    

 


Moreover, Cayman Islands law has separate
statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement
will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in
the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was
sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures
typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in
number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by
proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement
must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to
the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies
itself that:


 


		➤	we are not proposing to act illegally or beyond the scope
of our corporate authority and the statutory provisions as to majority vote have been complied with;



 


		➤	the shareholders have been fairly represented at the meeting
in question;



 


		➤	the arrangement is such as a businessman would reasonably
approve; and



 


		➤	the arrangement is not one that would more properly be
sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”



 


If a scheme of arrangement or takeover
offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing
rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available
to dissenting shareholders of United States corporations.


 


Squeeze-out Provisions.    When
a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the
offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the
offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence
of fraud, bad faith, collusion or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger,
reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions,
such as a share capital exchange, asset acquisition or control, or through contractual arrangements, of an operating business.


 


Shareholders’ Suits.    Maples
and Calder, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands
court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability
for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim
against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the
Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		➤	a company is acting, or proposing to act, illegally or
beyond the scope of its authority;



 


		➤	the act complained of, although not beyond the scope of
the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or



 


		➤	those who control the company are perpetrating a “fraud
on the minority.”



 


A shareholder may have a direct right of
action against us where the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of Civil Liabilities.    The
Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors.
Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.


 




    13


     


    

  


We have been advised by Maples and Calder,
our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments
of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the
civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment
of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent
foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain
conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and
for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in
respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of
which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well
be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are
being brought elsewhere.


 


Special Considerations for Exempted
Companies.    We are an exempted company with limited liability (meaning our public shareholders have no
liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the
Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is
registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted
company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions
an


 


		➤	annual reporting requirements are minimal and consist mainly
of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions
of the Companies Law;



 


		➤	an exempted company’s register of members is not
open to inspection;



 


		➤	an exempted company does not have to hold an annual general
meeting;



 


		➤	an exempted company may issue negotiable or bearer shares
or shares with no par value;



 


		➤	an exempted company may obtain an undertaking against the
imposition of any future taxation



 


		➤	(such undertakings are usually given for 20 years in the
first instance);



 


		➤	an exempted company may register by way of continuation
in another jurisdiction and be deregistered in the Cayman Islands;



 


		➤	an exempted company may register as a limited duration
company; and



 


		➤	an exempted company may register as a segregated portfolio
company.



 


Amended and Restated Memorandum and
Articles of Association


 


The Business Combination Article of our
amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections
relating to the offering that apply to us until the completion of our initial business combination. These provisions cannot be
amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where
it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a
special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written
resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide
that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible
under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 






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Our initial shareholders, who collectively
beneficially own 20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles
of association and have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and
articles of association provide, among other things, that:





 


		➤	If we are unable to complete our initial business combination
by July 17, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable
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 shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our
obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law;



 


		➤	Prior to our initial business combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our 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 directors, will obtain an opinion from an independent
investment banking firm which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to
our company from a financial point of view;



 


		➤	If a shareholder vote on our initial business combination
is not required by law and we do not decide to hold a shareholder vote for business or other legal 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 our shareholders approve an amendment to our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination by July 17, 2022 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their
Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein; and



 


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



 


In addition, our amended and restated memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or
backstop arrangements we may enter into following consummation of the offering, in order to, among other reasons, satisfy such
net tangible assets requirement.


 


The Companies Law permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required
majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether
its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating
to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of
association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors,
will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity
to redeem their public shares.


 




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Anti-Money Laundering—Cayman Islands


 


In order to comply with legislation or
regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures,
and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers and
source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering
procedures (including the acquisition of due diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information
is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, as amended
and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification
of identity might not be required where:


 


		(a)	the subscriber makes the payment for their investment from
an account held in the subscriber’s name at a recognized financial institution;



 


		(b)	the subscriber is regulated by a recognized regulatory
authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or



 


		(c)	the application is made through an intermediary which is
regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction
and an assurance is provided in relation to the procedures undertaken on the underlying investors.



 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference
to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.


 


In the event of delay or failure on the
part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.


 


We also reserve the right to refuse to
make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder may
be non-compliant with applicable anti-money laundering or other laws or regulations, or if such refusal is considered necessary
or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 


If any person resident in the Cayman Islands
knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is
involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to
report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of
Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police
officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision)
of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report
will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment
or otherwise.


 


Cayman Islands Data Protection


 


We have certain duties under the Data Protection
Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes personal
data within the meaning of the DPL (“personal data”).


 




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In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain
and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required
to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We
will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against
the accidental loss, destruction or damage to the personal data.


 


In our use of this personal data, we will
be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who
may receive this personal data from us in the conduct of our activities may either act as our “data processors” for
the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided
to us.


 


We may also obtain personal data from other
public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information,
signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number,
bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person, this will
affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted
limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment
in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such
individuals or otherwise advise them of its content.


 


How the Company May Use Your Personal
Data


 


The company, as the data controller, may
collect, store and use personal data for lawful purposes, including, in particular:


 


		(i)	where this is necessary for the performance of our rights
and obligations under any purchase agreements;



 


		(ii)	where this is necessary for compliance with a legal and
regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or



 


		(iii)	where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for
other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances, we may be legally
obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities
such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with
foreign authorities, including tax authorities.


 


We anticipates disclosing personal data
to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US,
the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 




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The Data Protection Measures We Take


 


Any transfer of personal data by us or
our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the
DPL.


 


We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data
breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to
whom the relevant personal data relates.


 


Certain Anti-Takeover Provisions of
our Amended and Restated Memorandum and Articles of Association


 


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


 


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


 


Securities Eligible for Future Sale


 


Immediately after the offering we had 34,500,000
ordinary shares outstanding. Of these shares, the 34,500,000 Class A ordinary shares sold in the offering are freely tradable without
restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the 8,625,000 outstanding founder shares and all of the 8,900,000
outstanding private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has
beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that
(i) 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 (ii) 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 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 ordinary shares then outstanding,
which equals 345,000 shares immediately after the offering; or



 


		➤	the average weekly reported trading volume of the Class
A ordinary shares 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.


 




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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 shareholders will
be able to sell their 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 (i) founder shares,
which were issued in a private placement prior to the closing of the offering, (ii) private placement warrants, which were issued
in a private placement simultaneously with the closing of the offering and the Class A ordinary shares underlying such private
placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration
rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement signed
on the effective date of the offering. Pursuant to the registration rights agreement, we are obligated to register up to 19,025,000
Class A ordinary shares and 10,400,000 warrants. The number of Class A ordinary shares includes (i) 8,625,000 Class A ordinary
shares to be issued upon conversion of the founder shares, (ii) 8,900,000 Class A ordinary shares underlying the private placement
warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working
capital loans. The number of warrants includes (i) 8,900,000 private placement warrants and (ii) 1,500,000 private placement warrants
issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding
short form 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. We will
bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, ordinary shares and warrants
are listed on NYSE under the symbols “DEH.U,” “DEH” and “DEH WS,” respectively.


 


 


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