Exhibit 4.5


 


Description of the Company’s Securities
Registered


Under Section 12 of the Exchange Act of 1934


 


The following description
of our units, common stock and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety
by reference to our amended and restated certificate of incorporation, bylaws and warrant agreement, each of which are incorporated by
reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Units


 


Each unit consists of one
whole share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share
of our Class A common stock at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that 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 a holder purchases at least three units, they will not be able to receive or trade a whole warrant.


 


Holders have the option to
continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer
agent in order to separate the units into shares of Class A common stock and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


Common Stock


 


Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value. As of March 26, 2021, there
are 23,000,000 shares of Class A common stock issued and outstanding. Holders of the Class A common stock and holders of the Class B common
stock (of which there are 5,750,000 shares issued and outstanding) are entitled to one vote for each share held on all other matters to
be voted on by stockholders, including any vote in connection with our initial business combination, and vote together as a single class,
except as required by law or the applicable rules of NASDAQ. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority
of our common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected
in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50%
of the founder shares voted for the election of directors can elect all of the directors prior to our initial business combination. Our
stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.


 


Because our amended and restated
certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common
stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder
approval in connection with our business combination.


 


In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year
end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders
for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such
a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force
us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 






     


     


    

 


We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares upon the completion of our initial business combination at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to
the consummation of our initial business combination including interest earned on the funds held in the trust account (net of taxes payable),
divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Unlike some blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even
when a vote is not required by applicable law or stock exchange rules, if a stockholder vote is not required by applicable law or stock
exchange rules and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated
certificate of incorporation, 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 certificate of incorporation will require these
tender offer documents to contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required
by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to
the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding
shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present
in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting. For purposes of seeking approval of the majority of our outstanding
shares of common stock , non-votes will have no effect on the approval of our business combination once a quorum is obtained. We intend
to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required,
at which a vote shall be taken to approve our business combination. These quorum and voting thresholds, and the voting agreements of our
sponsor, may make it more likely that we will consummate our initial business combination.


 


If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of
such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section
13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common
stock sold in the initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our business combination, and such stockholders could
suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not
receive redemption distributions with respect to the Excess Shares if we complete the business combination, and, as a result, such stockholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in
open market transactions, potentially at a loss.


  


Pursuant to our amended and
restated certificate of incorporation, if we are unable to complete our business combination within 24 months from the closing of the
initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.


\



     


     


    

 





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


 


Public Warrants


  


We have issued warrants to
purchase 7,666,666 shares of our Class A common stock. Each warrant entitles the registered holder to purchase one share of Class A common
stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from
the closing of this offering and 30 days after the completion of our initial business combination. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless a holder purchases at least three units, they are not able to receive or trade a whole warrant.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


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


 


We have agreed that as soon
as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC, a registration statement registering the issuance, under the Securities Act, of the shares of
Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become
effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the redemption or expiration of the warrants in accordance with the provisions
of the warrant agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will be required to 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 shares
of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the
initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period
when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
of our Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the
number of warrants surrendered by such holder, subject to adjustment. The “fair market value” as used in this paragraph shall
mean the average of the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of exercise is received by the warrant agent.


 






     


     


    

 


Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00.


 


Once the warrants become exercisable,
we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


	 	·	in whole and not in part;


 


	 	·	at a price of $0.01 per warrant;


 


	 	·	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


	 	·	if, and only if, the last reported sale price of the shares of our Class A common stock for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).


 


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


 


We have established the last
of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock
may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like and for certain issuances of Class A common stock and equity-linked securities as described below) as well as the $11.50
(for whole shares) warrant exercise price after the redemption notice is issued.


 


If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise his, her or its warrant
to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our
warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their
warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
(defined below) over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of warrants
surrendered by the holder, subject to adjustment. The “fair market value” shall mean the volume-weighted average price of
the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is
sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from
the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not
take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants
for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had
all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 






     


     


    

 


Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00.


 


Once the warrants become exercisable,
we may redeem the outstanding warrants:


 


	 	·	in whole and not in part;


 


	 	·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption to each warrantholder 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 common stock (as defined below) except as otherwise described below;


 


	 	·	if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and


 


	 	·	if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the private warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) 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. We will not redeem
the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock
is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption
right even if the issuance of the underlying securities is not exempt under all applicable state securities laws and we are unable to
register or qualify the underlying securities for sale under all such laws. As a result, we may redeem the warrants as set forth above
even if the holders are otherwise unable to exercise the warrants.


 


The numbers in the table below
represent the “redemption prices,” or the number of shares of Class A common stock that a warrant holder will receive upon
redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the
corresponding redemption date, 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.


 






     


     


    

 





	Redemption date (period to 	 	Fair market value of Class A common stock	 
	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 time to expiration may not be set forth in the table above, in which case, if the fair market value is between two values in the table
or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each
warrant redeemed 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. In no event will
the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant,
subject to adjustment. Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot
be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable
for any shares of Class A common stock


 


This redemption feature differs from the typical
warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other
than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period
of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock
is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise
price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the
warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per
share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption
pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed
volatility input as of the date of this 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 and we will be required to pay the redemption price to warrant holders if we choose to exercise
this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest
to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.


 






     


     


    

 


If we call the warrants for redemption for cash
or shares of Class A common stock as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
 “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the excess of the fair market value over the exercise price of
the warrants by (y) the fair market value. If our management takes advantage of this option, the notice of redemption will contain the
information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including
the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be
issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do
not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and
our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their
private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have
been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail
below.


 


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.


 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common
stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class
A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class
A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a
price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product
of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient
of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


  


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common
stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class
A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Class A common
stock if we do not complete our initial business combination within 24 months from the closing of the initial public offering, or (e)
in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair
market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 






     


     


    

 


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


 


In addition, if we issue additional shares of common
stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a
newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good
faith by our board of directors, and in the case of any such issuance to our sponsor or its affiliates, without taking into account any
founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance), the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares
of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event.


 


However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if a proposed
initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule
12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant
will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such
offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to
adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
for in the warrant agreement.


 


Additionally, if less than 70% of the consideration
receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of
the warrant agreement, which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part, for a complete
description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may
be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the
holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.


 






     


     


    

 


In addition, if we issue additional shares of common
stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a
newly issued price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good
faith by our board of directors, and in the case of any such issuance to our sponsor or its affiliates, without taking into account any
founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance), the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock or any voting rights until they exercise their warrants and receive
shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be
entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


  


No fractional warrants will be issued upon separation
of the units and only whole warrants will trade.


 


Dividends


 


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


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions that apply to us until the completion of our initial business combination. These provisions
cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders, who collectively beneficially
own 20% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation and will have
the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among
other things, that:


 


	 	·	If we have not completed our initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;;


 






     


     


    

 


	 	·	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;


 


	 	·	Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view. In addition, if we combine with Group Nine Media concurrently with our initial business combination, we will obtain a fairness opinion with respect to such merger. We are not required to obtain such an opinion in any other context;;


 


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


 


	 	·	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 our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
	 	 	 
	 	 	Our initial business combination will be approved by a majority of our disinterested directors;


 


	 	·	If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our business combination within 24 months from the closing of the initial public offering, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration of the trust account, divided by the number of then outstanding public shares; and


 


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


 


In addition, our amended and restated certificate
of incorporation provides that we will only redeem our public shares so long as (after such redemptions) our net tangible assets to be
at least $5,000,001 of our initial business combination, either prior to or upon consummation of such initial business combination, or
(b) in the case of an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not
consummated our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, upon such amendment (in each case so that we do not
then become subject to the SEC’s “penny stock” rules).


 






     


     


    

 


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


 


We are subject to the provisions of Section 203
of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging
in a “business combination” with:


 


	 	·	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	·	an affiliate of an interested stockholder; or


 


	 	·	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A “business combination” includes a
merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	·	our Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;


 


	 	·	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


 


	 	·	on or subsequent to the date of the transaction, the business combination is approved by our Board and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


Under certain circumstances, this provision will
make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with
a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance
with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the
business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may
have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders
may otherwise deem to be in their best interests.


 


Our amended and restated certificate of incorporation
provides that the sponsor and its affiliates, any of its respective direct or indirect transferees who hold at least 15% of our outstanding
common stock after such transfer and any group as to which such persons are party to, do not constitute “interested stockholders”
for purposes of this provision.


 


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


 






     


     


    

 


Exclusive forum for certain lawsuits


 


Our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf
of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company
to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against
our company or any director, officer or employee of our company arising pursuant to any provision of the DGCL or our amended and restated
certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director, officer or employee of our company
governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under the federal securities laws,
including the Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently
be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
have exclusive jurisdiction. If any action the subject matter of which is within the scope of the forum provisions is filed in a court
other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder
shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware
in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y)
having services of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel
in the foreign action as agent for such stockholder. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates
of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be
inapplicable or unenforceable.


  


Special meeting of stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder proposals
and director nominations


 


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


 


Action by written consent


 


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


 


Classified Board of Directors


 


Our Board is divided into three classes, Class
I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated certificate of incorporation
provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of
any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative
vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the
election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an
enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. However, prior to our
initial business combination, only holders of our founder shares have the right to vote on the election of directors. 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 and no reason.


 






     


     


    

 


Class B Common Stock Consent Right


 


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


 


Listing of Securities


 


Our units trade on the NASDAQ
under the symbol GNACU. The common stock and warrants trade on the NASDAQ under the symbols “GNAC” and “GNACW,”
respectively.