Exhibit 4.5


 


CENTRICUS ACQUISITION CORP.



DESCRIPTION OF SECURITIES


 


The following summary of the material terms of
the securities of Centricus Acquisition Corp. (“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 year ended December 31, 2020, and applicable Cayman Islands law. We urge you to read our amended
and restated memorandum and articles of association in its 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 (2020 Revision) of the Cayman Islands, as the same may be amended from time to
time;



 


		·	“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our
Initial Public Offering and the Class A ordinary shares 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 our offering consummated on February 8, 2021 of 34,500,000 units (which includes units
issued pursuant to the exercise in full of the underwriter’s option to purchase additional units to cover over-allotments) at a
price of $10.00 per unit, each unit consisting of one Class A ordinary share and one-fourth of one redeemable warrant;



 


		·	“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 Centricus Heritage LLC, 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 200,000,000 Class A ordinary
shares and 20,000,000 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-fourth
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 the final prospectus related to our Initial Public Offering (the “final prospectus”).
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. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four units, you will
not be able to receive or trade a whole warrant.


 


Ordinary Shares


 


Upon the closing of the Initial Public Offering, 43,125,000 of our
ordinary shares were outstanding including:


 


		·	34,500,000 Class A ordinary shares underlying the units issued as part of the Initial Public Offering; and



 


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



 


Ordinary shareholders of record are entitled to one vote for each share
held on all matters to be voted on by shareholders. Except as described below, 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 two classes, each of which will generally
serve for a term of two 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 not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the
affirmative vote of a simple majority of our Class B ordinary shares.


 


Because our amended and restated memorandum and articles of
association authorizes the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which
we will be 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 two 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 two-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. 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 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 underwriter. The redemption
rights may include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each
member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares and public shares held by them 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 our Initial Public Offering or during any extended time
that we have to consummate a business combination beyond 24 months as a result of a shareholder vote to amend our amended and restated
memorandum and articles of association (“Extension Period) or (B) with respect to any other provision relating to the rights
of holders of our Class A ordinary shares. 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 listing requirements, if a shareholder vote is not required by applicable law or stock exchange listing requirements
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 requires
these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is
required by applicable law or stock exchange listing requirements, 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 obtain the approval of 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 the final prospectus), if any, could result in the approval of our initial
business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of 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
requires 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 more than an aggregate of 15% of shares sold in our Initial Public
Offering without our prior consent, which we refer to as “Excess Shares”. 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 obtain the approval of 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
management team have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result,
in addition to our initial shareholders’ founder shares, we would need 12,937,500, or 37.5% (assuming all issued and outstanding
shares are voted), or 2,156,250, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 34,500,000
public shares sold in our Initial Public Offering to be voted in favor of an initial business combination in order to have our initial
business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they
vote for or against the proposed transaction or vote at all.


 


Pursuant to our amended and restated memorandum and articles of association,
if we have not consummated an initial business combination within 24 months from the closing of our Initial Public Offering or during
any Extension Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but
not more than ten business days thereafter, 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. Our sponsor and
each member of our management 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 our Initial Public Offering or during any Extension Period (although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business
combination within the prescribed time frame). Our amended and restated memorandum and articles of association provides that, if we wind
up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect
to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to
applicable Cayman Islands law.


 


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 our Initial Public Offering, and holders
of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our initial business combination,
only holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares
may remove a member of the board of directors for any reason; (b) the founder shares are subject to certain transfer restrictions, as
described in more detail below; (c) our sponsor and each member of our management team have entered into an agreement with us, pursuant
to which they have agreed to (i) waive their redemption rights with respect to their founder shares, (ii) to waive their redemption rights
with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (A) 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 our Initial Public Offering
or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares;
and (iii) 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 our Initial Public Offering or during any Extension
Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold
if we fail to complete our initial business combination within the prescribed time frame); (d) the founder shares will automatically convert
into our Class A ordinary shares at the time of our initial business combination as described herein; and (e) the founder shares are entitled
to registration rights. If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval
of 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 management team have agreed to vote their founder
shares and public shares in favor of our initial business combination.


 


The founder shares are designated as Class B ordinary shares and will
automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption
rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at
the time 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 our Initial Public Offering, plus (ii) 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, its affiliates or any member of our management team 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 management team have
agreed not to transfer, assign or sell any of their founder shares until 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 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. We refer to such transfer restrictions throughout
the final prospectus as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor
and our management team with respect to any founder shares.


 






     


     


    

 


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. These provisions of our
amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than
two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple
majority of our 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.


 


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 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 are being issued
or registered in our 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 our Initial Public Offering and 30 days after the completion of our initial business combination, except as discussed
in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrantholder 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 warrantholder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four
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 twenty 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 for the registration, under the Securities Act, of 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 elect, we will not be required to file
or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available. 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, warrantholders 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 commercially reasonable efforts to
register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each
holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of
(A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market
value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean the volume weighted
average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice
of exercise is received by the warrant agent.


 


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.


 


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


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


		·	upon a minimum of 30 days’ prior written notice of redemption to each warrantholder; and



 


		·	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants
 — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30- trading day
period ending three trading days before we send the notice of redemption to the warrantholders.



 


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 Class A ordinary 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.


 






     


     


    

 


We have established the last of the redemption criteria 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 warrantholder 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described
under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) as well
as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of warrants for Class A ordinary shares 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 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;



 


		·	if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants
 — Public Shareholders’ Warrants — Anti-Dilution Adjustments”) for any 20 trading days within the 30- trading day
period ending three trading days before we send the notice of redemption to the warrantholders; and if the closing price of the Class
A ordinary shares for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which we
send the notice of redemption to the warrantholders is less than $18.00 per share (as adjusted for adjustments to the number of shares
issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’
Warrants — Anti- Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on
the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption is given until the warrants
are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent
the number of Class A ordinary shares that a warrantholder will receive upon such cashless exercise in connection with a redemption by
us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
for these purposes based on volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrantholders 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 a
warrant is adjusted as set forth under the heading “— Anti-Dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the 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 a warrant is adjusted, (a) in the
case of an adjustment pursuant to the fifth paragraph under the heading “— Anti- Dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which
is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-Dilution
Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph
under the heading “— Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal
the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 





	Fair Market Value of 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 during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration
of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A
ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in
the table above, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time
there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a
cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to
adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be
exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be
exercisable for any Class A ordinary shares.


 






     


     


    

 


This redemption feature differs from the typical warrant redemption
features used in some other blank check offerings, which only provide for a redemption of warrants for cash (other than the private placement
warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption
feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above
$10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the
warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having
to reach the $18.00 per share threshold set forth above under “— Redemption of warrants 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 final prospectus. This redemption right provides us with an additional mechanism by which to redeem all of
the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and
would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrantholders 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 warrantholders.


 


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 warrantholders 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 warrantholders 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.


 


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 split-up of ordinary
shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up 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 of the holders of
the 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, (c) 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 our
Initial Public Offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares, 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 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 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 sponsor or its affiliates, without taking into account any
founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “— Redemption of warrants
for cash when the price per Class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants for Class
A ordinary shares when the price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described
above under “— Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds
$10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






     


     


    

 


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 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. However, if
such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become
exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such
consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and
accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights
held by shareholders of the company as provided for in the company’s amended and restated memorandum and articles of
association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is
presented to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange
offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of
which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the
Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the
meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a
warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a shareholder if such warrantholder had exercised the warrant prior to the expiration of such tender or
exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such
tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in the warrant agreement. 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 for the purpose of (i) curing any ambiguity or correct any mistake, including
to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth
in the final prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated
by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising
under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely
affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding
public warrants is required to make any change that adversely affects the interests of the registered holders. You should review a copy
of the warrant agreement, which was filed with the SEC, for a complete description of the terms and conditions applicable to the warrants.


 


The warrantholders 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 warrants will be issued upon separation of the units
and only whole warrants will trade. 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 warrantholder.


 


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 being sold as part of the units in our 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 final prospectus under “Principal Shareholders — Restrictions on 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 under “— Warrants — Public Shareholders’
Warrants — Redemption of warrants 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 (except as otherwise set forth herein). 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 being sold in our 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.


 


Except as described above under “— Public Shareholders’
Warrants — Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,” if holders of the private
placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants
for that number of 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. For these purposes, the “historical fair market value” shall
mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to
the date on which the notice of warrant exercise is sent to the warrant agent or on which the notice of redemption is sent to the holders
of warrants, as applicable. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they
are held by our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us
following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly
limited. We expect to have policies in place that 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 entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants.


 






     


     


    

 


Dividends


 


We have not paid any cash dividends on our ordinary shares to date
and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in
the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to
completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will
be within the discretion of our board of directors at such time. 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).


 


Where the merger or consolidation is between two Cayman Islands companies,
the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan
or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 662/3% in value of the voting
shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any, as may be specified in
such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company
(i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent
of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement.
If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies 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
for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation
if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to
the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the
shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following
the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each
shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent
company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment
of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above
or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the
surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price
that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date
on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree
a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting
shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied
by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not
been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together
with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder
whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is
reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares
of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the
relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange
or shares of the surviving or consolidated company.


 


Moreover, Cayman Islands law has separate statutory provisions that
facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited
for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme
of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the
procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the
United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with
whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors,
as the case may be, that are present and voting either in person or by proxy at a general 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 takeover 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.


 


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


 


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



 


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



 


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



 


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


 


Enforcement of Civil Liabilities.


 


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


 






     


     


    

 


We have been advised by 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 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:


 


		·	an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;



 


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



 


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



 


		·	an exempted company may issue shares with no par value;



 


		·	an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for
20 years in the first instance);



 


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



 


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



 


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



 


“Limited liability” means that the liability of each shareholder
is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared
to pierce or lift the corporate veil).


 


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 that apply to us until the completion of our initial business combination.
These provisions cannot be amended without a special resolution under Cayman Islands law. 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.


 






     


     


    

 


Other than as described above, 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.


 


Our initial shareholders and their permitted transferees, if any, who
collectively beneficially own 20% of our ordinary shares upon the closing of our 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 have not consummated an initial business combination within 24 months from the closing of our Initial Public Offering or during
any Extension Period, 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 that were paid by us or are payable by us, 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 to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;



 


		·	Prior to or in connection with 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 our Initial Public Offering or (y) amend the foregoing provisions;



 


		·	If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a 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;



 


		·	So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses
that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred
underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of 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 146 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 our Initial Public Offering or during any Extension Period or (B)
                                                                                                              with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 which requires the approval of the holders
of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way
of unanimous written resolution. A company’s articles of association may specify that the approval of a higher majority is required
but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles
of association regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend
any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum
and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers
or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the
opportunity to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


If any person in the Cayman Islands
knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering
or is involved with terrorism or terrorist financing and 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 shall not be treated as a breach
of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Securities Eligible for Future Sale


 


We have 34,500,000 Class A ordinary shares issued and outstanding
on an as-converted basis. Of these shares, the Class A ordinary shares sold in the Initial Public Offering are freely tradable without
restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (8,625,000 founder shares) and all
of the outstanding private placement warrants (6,266,667 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 431,250 shares immediately after the Initial Public
Offering; or



 


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



 


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


 


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 founder shares and private placement warrants, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.


 


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 two classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.


 


Our authorized but unissued Class
A ordinary shares and 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.


 


Registration and Shareholder Rights


 


The holders of the founder
shares, private placement warrants and any 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) are entitled to registration rights pursuant to a registration and shareholder rights agreement. 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 lockup 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.


 






     


     


    

 


In addition, pursuant to the registration and shareholder rights agreement,
our sponsor, upon and following consummation of an initial business combination, are 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 “CENHU”, “CENH” and “CENHW,” respectively.


 


The units will automatically separate into their component parts and
will not be traded following the completion of our initial business combination.