Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


The following
summary of the material terms of the securities of Powered Brands (“we,” “us,” “our” or “the
company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and
qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit
to the company’s Annual Report on Form 10-K for the period from September 18, 2020 (inception) through December 31, 2020, and applicable Cayman Islands
law. We urge you to read our amended and restated memorandum and articles of association in their entirety for a complete description
of the rights and preferences of our securities.


Certain Terms


Unless otherwise stated in this Exhibit
or the context otherwise requires, references to:


 


	 	•	“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;


 


	 	•	“founder shares” are to our Class B ordinary shares, par value $0.0001 per share, initially issued to our sponsor in a private placement prior to our Initial Public Offering and the Class A ordinary shares, par value $0.0001 per share, that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);


 


	 	•	“Initial Public Offering” are to the company’s offering that closed on January 12, 2021;


 


	 	•	“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of our Initial Public Offering;


 


	 	•	“management” or “our management team” are to our executive officers and directors;


 


	 	•	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;


 


	 	•	“private placement warrants” are to the warrants that were issued to our sponsor in a private placement simultaneously with the closing of our Initial Public Offering and to be issued upon conversion of working capital loans, if any;


 


	 	•	“public shares” are to our Class A ordinary shares sold as part of the units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);


 


	 	•	“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; and


 


	 	•	“sponsor” are to PB Management, a Cayman Islands limited liability company.


 


General


 


We are a Cayman Islands exempted company
and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common
law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue
350,000,000 Class A ordinary shares and 150,000,000 Class B ordinary shares, as well as 1,000,000 preference 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


Each unit consists of one Class A
ordinary share and one-third of one redeemable 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 as described in this Annual Report on Form 10-K. 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.




    


     


    




Ordinary Shares


Upon the closing of the Initial Public
Offering, 34,500,000 of our ordinary shares were outstanding, including:


•27,600,000 Class A ordinary shares
underlying the units issued as part of the Initial Public Offering; and


•6,900,000 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 Act 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 will require a special
resolution under Cayman Islands law, being the affirmative vote of at least two- thirds of our 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 terms 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 appoint all of the directors.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally
available therefor.


Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will
not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. The provisions
of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our
initial business combination may only be amended by a special resolution passed by holders representing at least two- thirds of
our issued and outstanding Class B ordinary shares.


Because our amended and restated memorandum
and articles of association authorizes the issuance of up to 350,000,000 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 Nasdaq 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 Nasdaq.
As an exempted company, there is no requirement under the Companies Act for us to hold annual or extraordinary general meetings
to appoint directors. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the consummation
of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors
may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial
business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.







    


     


    

 


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 income taxes, if any, divided by
the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust
account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption rights may include the requirement that a beneficial owner must identify itself in order to valid redeem its
shares. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and any public shares purchased during or after the Initial
Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 24 months from the closing of the Initial Public Offering or
(B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or
pre-initial business combination activity. Unlike many blank check 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 applicable law or stock exchange rule and we do not decide to hold a shareholder vote for business or
other 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 will require these tender offer
documents to contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is
required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons,
we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial
business combination only if we receive approval pursuant to 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 (as
described in this Annual Report on Form 10-K), 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
unless restricted by applicable Nasdaq rules. For purposes of seeking approval of the majority of our issued and outstanding
ordinary shares, 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 will require that at least five days’ notice will 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 provides 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 15% and, in order to dispose such shares would be required
to sell their shares in open market transactions, potentially at a loss.


If we seek shareholder approval, we will
complete our initial business combination only if we receive approval pursuant to 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.
In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased
during or after the Initial Public Offering in favor of our initial business combination. As a result, in addition to our initial
shareholders’ founder shares, we would need 10,350,001, or 37.5%, of the 27,600,000 public shares sold in the Initial Public
Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
all issued and outstanding shares are voted). The other members of our founding team are subject to the same arrangements with
respect to any public shares acquired by them in or after the Initial Public Offering. Additionally, each public shareholder may
appoint to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.




    


     


    




Pursuant to our amended and restated memorandum
and articles of association, if we do not consummate an initial business combination within 24 months from the closing of
the Initial Public Offering, 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of the 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 each case of clause (ii) and (iii), to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our founding team have entered
into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust
account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months
from the closing of the Initial Public Offering (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 24 months from
the closing of the Initial Public Offering).


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 income taxes, if any, divided
by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations
described herein.


Founder Shares


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold
in the Initial Public Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that:


		•	prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of directors;



		•	the founder shares are subject to certain transfer restrictions, as described in more detail below;



		•	our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to (i) waive
their redemption rights with respect to any founder shares and public shares they hold, (ii) to waive their redemption rights
with respect to any founder shares and any public shares purchased during or after the Initial Public Offering in connection with
a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares
or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the
closing of the Initial Public Offering (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 24 months from the closing of the Initial Public Offering);





    


     


    




		•	the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination
as described below adjacent to the caption “Founder shares conversion and antidilution rights” and in our amended and
restated memorandum and articles of association; and



		•	the founder shares are entitled to registration rights.



If we submit our initial business combination
to our public shareholders for a vote, our sponsor and our founding team have agreed to vote their founder shares and any public
shares purchased during or after the Initial Public Offering in favor of our initial business combination. If we seek shareholder
approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or
by proxy and entitled to vote thereon, voted at a general meeting are voted in favor of the business combination. In such case,
our sponsor and each member of our founding team have agreed to vote their founder shares and any public shares purchased during
or after the Initial Public Offering in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares, we would need 10,350,001, or 37.5%, of the 27,600,000 public shares sold in the Initial Public Offering to be voted
in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and
outstanding shares are voted);


The founder shares will automatically convert
into Class A ordinary shares on the first business day following the consummation of our initial business combination at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion
of the Initial Public Offering, plus (ii) the sum of 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, deemed issued, or to be issued, to any seller
in the initial business combination and any private placement warrants issued to our sponsor, members of our founding team or any
of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A
ordinary shares at a rate of less than one to one.


Except as described herein, our sponsor
and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one
year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if
the closing price of our 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, or (y) the date on which we complete a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right
to exchange their ordinary shares for cash, securities or other property and (ii) any of their private placement warrants
and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial
business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and
our founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion
or exercise thereof. We refer to such transfer restrictions throughout this Annual Report on Form 10-K as the lock-up. Notwithstanding
the foregoing, if the closing price of our 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, the founder shares will be released from the
lock-up.


Prior to the completion of our initial
business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of
our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion
of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for
any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. With
respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business
combination, except as required by law, holders of our founder shares and holders of our public shares will vote
together as a single class, with each share entitling the holder to one vote.




    


     


    




Register of Members


Under the Companies Act, we must keep a
register of members and there should be entered therein:


		•	the names and addresses of the members of the company, a statement of the shares held by each member, which:



		•	distinguishes each share by its number (so long as the share has a number);



		•	confirms the amount paid, or agreed to be considered as paid, on the shares of each member; confirms the number and category
of shares held by each member; and



		•	confirms whether each relevant category of shares held by a member carries voting rights under the Articles, and if so, whether
such voting rights are conditional;



		•	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.



For these purposes, “voting rights”
means rights conferred on shareholders, including the right to appoint or remove directors, in respect of their shares to vote
at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises
only in certain circumstances.


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.


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.


Preference Shares


Our amended and restated memorandum and
articles of association authorizes 1,000,000 preference shares and provides that preference shares may be issued from time to time
in one or more series. Our board of directors is 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 preference 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 preference shares without shareholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of our existing management. We have
no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares,
we cannot assure you that we will not do so in the future. No preference shares were issued or registered in the Initial Public
Offering.


Warrants


Public Shareholders’ 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 Initial Public Offering and 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 will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.




    


     


    




We will not be obligated to deliver any
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, or a valid exemption from registration is available. No warrant will be exercisable and we will 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 20 business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days
after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current
prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant
agreement; provided that 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 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 appoint, we will not be required
to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but 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.


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 an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to
our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or
such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued
Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination, and (z) the volume-weighted average trading
price of our Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we
consummate our initial business combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the
nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share
redemption trigger prices adjacent to “Redemption of warrants for Class A ordinary shares when the price per Class A
ordinary share equals or exceeds $10.00.” and “Redemption of warrants for Class A ordinary shares when the price
per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and
180% of the higher of the Market Value and the Newly Issued Price, respectively.




    


     


    

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


		•	in whole and not in part;



		•	at a price of $0.01 per warrant;



		•	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and



		•	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for
share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders
(the “Reference Value”).



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


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
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 (for whole shares) warrant exercise price after the redemption
notice is issued.


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


		•	in whole and not in part;



		•	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30
day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares
determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A
ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not
exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such warrants for $0.10 per share;



		•	if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends,
reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders;
and



		•	if the Reference Value is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations,
recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms
as the outstanding public warrants, as described above.



The numbers in the table below represent
the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by
us pursuant to this redemption feature, based on the “fair market value” of our Class A 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 based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months
that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant
holders with the final fair market value no later than one business day after the 10-trading day period described above ends.




    


     


    




Pursuant to the warrant agreement, references
above to 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 exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon
exercise of the warrants if we are not the surviving entity following our initial business combination.


The share prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or
the exercise price of the warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below.
If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will
equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price
of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts 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. If the exercise price of the
warrant is adjusted as a result of raising capital in connection with the initial business combination, the adjusted share prices
in the column headings will by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly
Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00.



  


	 	 	 	 	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	 	 







    


     


    

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 as reported 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 as reported 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 in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject
to adjustment).


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
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 for cash 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 relating to our Initial Public Offering. 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 of 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.


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 issued and outstanding immediately after giving effect to such exercise.


Anti-dilution Adjustments.   If
the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A
ordinary shares, or by a sub-divisions of ordinary shares or other similar event, then, on the effective date of such capitalization
or share dividend, sub- divisions 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 “historical
fair market value” (as defined below) will be deemed a share dividend 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) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the
historical 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) “historical
fair market value” means the volume-weighted average price of Class A ordinary shares as reported during the 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) any cash dividends or cash distributions which,
when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares
during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted
to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment
to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect
to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (b) to satisfy
the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months
from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares or pre-initial business combination activity, or (e) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities
or other assets paid on each 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 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
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 have been 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 to cure any ambiguity or correct any defective
provision or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms
of the warrants and the warrant agreement set forth in the prospectus relating to the Initial Public Offering, but requires the
approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests
of the registered holders.


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.


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


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







    


     


    

 


Private Placement Warrants


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 Initial Public Offering. The private placement warrants (including the Class A ordinary shares
issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except pursuant to limited exceptions as described in the
prospectus related to the Initial Public Offering under “Principal Shareholders — Transfers of
Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated
with the initial purchasers of the private placement warrants) and they will not be redeemable by us (except as described
above under “— Public Shareholders’ Warrants — Redemption of warrants for cash when the
price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its
permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants
on a cashless basis. If the private placement warrants are held by holders other than our sponsor or its permitted
transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the
holders on the same basis as the warrants included in the units sold in the Initial Public Offering. Any amendment to
the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants will require a vote of holders of at least 50% of the number of the then outstanding private placement warrants.


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 “historical fair market value” (defined below)
over the exercise price of the warrants by (y) the historical fair market value. The “historical 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 holders of warrants. The reason that we have agreed
that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and 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 restrict 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.


In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such
loans may be convertible into warrants of the post-business combination company at a price of $1.50 per warrant at the option of
the lender. Such warrants would be identical to the private placement warrants.


Dividends


We have not paid any cash dividends on
our 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, and we will only pay such dividend out of our profits or
share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in
connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to
in connection therewith.


Our Transfer Agent and Warrant Agent


The transfer agent for our 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 claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.


Certain Differences in Corporate Law


Cayman Islands companies are governed by
the Companies Act. The Companies Act 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 Act 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 Act 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) so as to form a single surviving company.


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve and enter into 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 two-thirds 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 Act (which includes certain other formalities) have been complied
with, the Registrar of Companies will register the plan of merger or consolidation.


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; and (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 Act provides certain limited appraisal rights for 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.


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-fourth
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 Act 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 tender offer is made and accepted by holders of 90% of the shares to whom the offer relates 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.   Campbells,
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 ultra vires (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.


We have been advised by Campbells, 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
Act. The Companies Act 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 and privileges
listed below:


		•	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 Act;



		•	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 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


Our amended and restated memorandum and
articles of association contains provisions designed to provide certain rights and protections relating to the Initial Public Offering
that will 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) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of
association) of a company’s shareholders entitled to vote and so voting 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 provides that special resolutions must be approved either by at least two-thirds of our
shareholders who attend and vote at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands
law), or by a unanimous written resolution of all of our shareholders.


Further, our amended and restated memorandum
and articles of association provides that a quorum at our general meetings will consist of one-third of the ordinary shares entitled
to vote at such meeting and present in person or by proxy; provided that a quorum in connection with any meeting that is convened
to vote on a business combination or any amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity shall be a majority of the ordinary shares entitled to vote at such meeting being individuals present in person or by
proxy or if a corporation or other non-natural person by its duly authorized representative or proxy.


Our initial shareholders and their permitted
transferees, if any, who collectively beneficially own approximately 20% of our ordinary shares upon the closing of the Initial
Public Offering, will participate in any vote to amend our amended and restated memorandum and articles of association and will
have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association
provides, among other things, that:


		•	if we do not consummate an initial business combination within 24 months from the closing of the Initial Public Offering,
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 and not previously
released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of the 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 the requirements of other applicable law;



		•	prior to the completion of our initial business combination, we may not issue additional securities that would entitle the
holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on
our initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion
of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association
to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of the Initial
Public Offering or (y) amend the foregoing provisions;



		•	although we do not intend to enter into a business combination with a partner business that is affiliated with our sponsor,
our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of
FINRA or an independent valuation or accounting firm that such a business combination or transaction is fair to our company from
a financial point of view;





    


     


    

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



		•	our initial business combination must occur with one or more partner businesses that together have an aggregate fair market
value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held
in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the
initial business combination;



		•	if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of the Initial Public Offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their 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 income taxes, if any, divided
by the number of the then-outstanding public shares, subject to the limitations described herein; and



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



In addition, our amended and restated memorandum
and articles of association provides that under no circumstances will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001.


The Companies Act 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 Initial Public 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.


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 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 distribution payment to a shareholder if our directors or officers suspect or are advised that the payment of such distribution
to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in
any relevant jurisdiction, 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.


Data Protection in the Cayman Islands — Privacy
Notice


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


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 DPA (“personal data”).


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 DPA, 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 DPA 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 anticipate 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.


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
DPA.


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.


If you consider that your personal data
has not been handled correctly, or you are not satisfied with the company’s responses to any requests you have made regarding
the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted
by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.




    


     


    

 


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



Our amended and restated memorandum and
articles of association provides that our board of directors is 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
stock meetings.


Our authorized but unissued Class A
ordinary shares and preference 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 preference 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


We have 27,600,000 Class A ordinary
shares issued and outstanding on an as-converted basis. These shares 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 outstanding founder shares (6,900,000 founder shares) and all of the outstanding
private placement warrants (5,180,000 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 Initial Public
Offering; and



		•	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.


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 Form
8-K reports; 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 our sponsor will be able to sell its private placement warrants, and the securities underlying
the foregoing, pursuant to Rule 144 without registration one year after we have completed our initial business combination.


Registration and Shareholder Rights


The holders of the founder shares, private
placement warrants, Class A ordinary shares underlying the private placement warrants and warrants that may be issued upon
conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants
and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a
registration and shareholder rights agreement that the holders signed at the closing of our Initial Public Offering. 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. However, the registration and shareholder rights agreement provides
that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and
(ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants,
30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the
filing of any such registration statements.


Except as described herein, our sponsor
and our directors and executive officers have agreed not to transfer, assign or sell (i) any of their founder shares until
the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial
business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share 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, or (y) the date on which
we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public
shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their
private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after
the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other
agreements of our sponsor and directors and executive officers with respect to any founder shares, private placement warrants and
Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictions throughout this
Annual Report on Form 10-K as the lock-up.


In addition, pursuant to the registration
and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled
to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by
the registration and shareholder rights agreement.


Listing of Securities


Our units, Class A ordinary shares
and warrants are listed on Nasdaq under the symbols “POWRU,” “POW” and “POWRW,” respectively.
The units will automatically separate into their component parts and will not be traded following the completion of our initial
business combination.