Exhibit 4.4


 


Description of Securities Registered
Pursuant to Section 12 of the Securities Exchange Act of 1934


 


As of December 31, 2020, Trebia Acquisition Corp. (“we,”
 “our,” “us” or the “Company”) had the following three classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A
ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its warrants, exercisable
for one share of class A ordinary shares for $11.50 per share, and (iii) its units, consisting of one share of Class A
ordinary shares and one-third of one warrant to purchase one share of Class A ordinary shares.


 


The following summary includes a brief description of such
securities as well as a description of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B
ordinary shares” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act
but is convertible into shares of Class A ordinary shares. The description of the Class B ordinary shares is necessary
to understand the material terms of the Class A ordinary shares. The following summary of the material terms of the securities
of 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 their entirety for a complete description
of the rights and preferences of our securities.


 


Certain Terms


 


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


 


	 	•	 	“Companies Law” are to the Companies Law (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 the company’s offering that closed on June 19, 2020;


 


	 	•	 	“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 


 






    


     


    

 


	 	•	 	"sponsors" are to Trasimene Trebia, LP, a Delaware limited partnership and BGPT Trebia LP, a Cayman Islands exempted limited partnership, collectively;


 


We are a Cayman Islands exempted company and our affairs are
governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman
Islands. Pursuant to our amended and restated memorandum and articles of association we are authorized to issue 400,000,000 Class A
ordinary shares and 40,000,000 Class B ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. The
following description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum
and articles of association. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one Class A
ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as described in our 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 three units, you will not be able to receive
or trade a whole warrant.


 


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


 


Ordinary Shares


 


Ordinary shareholders of record are entitled
to one vote for each share held on all matters to be voted on by shareholders. 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 a majority
of at least 90% of our Class B ordinary shares voting in a general meeting. 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. Unless specified in our amended and restated memorandum and articles of association, or as required by
applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary
shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require
a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are
voted, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended
and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Our
board of directors is divided into three classes, each of which will generally serve for 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 appointment of directors, with the result
that the holders of more than 50% of the shares voted for the appointment of directors can elect all of the directors. Our shareholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated memorandum
and articles of association authorize the issuance of up to 400,000,000 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
three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual general meeting) serving a three-year term. In accordance with the NYSE corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the
NYSE. There is no requirement under the Companies Law for us to hold annual or extraordinary general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the completion 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 completion of our initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then outstanding public shares, subject to the limitations described herein. The amount in the trust
account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsors
and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and public shares in connection with (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 that would affect 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 completed an initial business combination within
24 months from the closing of our offering. 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 law and
we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated
memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles
of association require these tender offer documents to contain substantially the same financial and other information about 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 law, or we decide to obtain shareholder approval for business or other legal 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 an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented
in person or by proxy and entitled to vote therein and who vote at a general meeting. However, the participation of our sponsors,
officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in our 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 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 require that at least five days' notice will be given of any general
meeting.


 


If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares.
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 in connection
with our initial business combination, our initial shareholders and each member of our management team have agreed to vote their
founder shares and any public shares purchased during or after our offering in favor of our initial business combination. As a
result, in addition to our initial shareholders' founder shares, we would need 19,406,250, or 37.5%, of the 51,750,000 public shares
sold in our offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). The other members
of our management team have entered into a letter agreement similar to the one entered into by our sponsors with respect to any
public shares acquired by them in or after our offering. Additionally, each public shareholder may elect to redeem its public shares
irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed an initial business combination within 24 months from the closing of our
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 account and not previously released to us to pay our 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), subject to applicable law; and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. Our sponsors and members of our management team have entered
into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to their founder shares if we do not complete an initial business combination within 24 months from
the closing of our offering. However, if our sponsors or members of our management team acquire public shares in or after our offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete
our initial business combination within the prescribed time period. Our amended and restated memorandum and articles of association
provide that, if we wind up for any other reason prior to the completion 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 taxes, if any (less up to $100,000
of interest to pay dissolution expenses) 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 being sold
in our offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the
founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsors, officers
and directors have entered into letter agreements with us, pursuant to which they have agreed (A) to waive their redemption
rights with respect to their founder shares and public shares in connection with the completion of our initial business combination,
(B) 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 that would affect 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 completed an initial business combination within 24 months from the closing of our offering and (C) to
waive their rights to liquidating distributions from the trust account with respect to its founder shares if we do not complete
an initial business combination within 24 months from the closing of our offering, although it will be entitled to liquidating
distributions from the trust account with respect to any public shares it holds if we do not complete our initial business combination
within such time period, (iii) the founder shares will automatically convert into Class A ordinary shares on the first
business day following the completion of our initial business combination as described herein, and (iv) prior to the completion
of our initial business combination, only our founder shares will have the right to vote on the election of our directors. If we
submit our initial business combination to our public shareholders for a vote, our initial shareholders and each member of our
management team have agreed to vote their founder shares and any public shares purchased during or after our offering in favor
of our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares on the first business day following the completion 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 our ordinary shares issued and outstanding upon completion
of our offering, plus (ii) the total number of 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 completion
of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding any
Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsors or
any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into
Class A ordinary shares at a rate of less than one to one.


 


Except as described herein, our sponsors
and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger,
share exchange or other similar transaction after our initial business combination that results in all of our shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will
be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer
to such transfer restrictions throughout our prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination, the converted Class A ordinary shares will be released from the lock-up.


 


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 a majority of
at least 90% of our Class B ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote
of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders
of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder
to one vote.


 


Register of Members


 


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


 


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



 


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



 


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



 






    


     


    

 


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


 


Preferred Shares


 


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


 


Warrants


 


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


 


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


 






    


     


    

 


We have agreed that as soon as practicable,
but in no event later than 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. We will use our commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement
covering the issuance of the Class A ordinary shares 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 addition,
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 our 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 elect to do so, we will not be required to file or maintain
in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each
such warrant 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 the excess of the "fair
market value" less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The "fair
market value" 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.


 


Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00


 


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


 


		•	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


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



 


		·	if, and only if, the last reported sale price of the Class A
ordinary shares 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 share splits, share dividends, reorganizations, recapitalizations and the like).



 


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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those
Class A ordinary shares is available throughout the 30-day redemption period.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done
on a "cashless" basis and would require the exercising warrant holder to pay the exercise price for each warrant being
exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted
for share splits, share dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant
exercise price after the redemption notice is issued.


 






    


     


    

 


Redemption of Warrants 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);



 


		•	if, and only if, the Reference Value (as defined above under "Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00") equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations,
recapitalizations and the like); and



 


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



 


The numbers in the table below represent
the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by
us pursuant to this redemption feature, based on the "fair market value" of our Class A ordinary shares on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding
redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant
holders with the final fair market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon
exercise of the warrants if we are not the surviving entity following our initial business combination.


 


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


 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date (period to expiration of warrants)	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	3$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	 	 	 	0.31	 	 	 	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	 	 	 	0.32	 	 	 	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	 	 	 	0.33	 	 	 	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	 	 	 	0.29	 	 	 	0.309	 	 	 	0.325	 	 	 	0.34	 	 	 	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	 	 	 	0.28	 	 	 	0.301	 	 	 	0.32	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.25	 	 	 	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	 	 	 	0.35	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.26	 	 	 	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	 	 	0.13	 	 	 	0.164	 	 	 	0.197	 	 	 	0.23	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.25	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.09	 	 	 	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	 	 	 	0.15	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact fair market value and redemption date may not be set
forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is
between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will
be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted
average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which
the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until
the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for
0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date
are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares as reported during
the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is
$13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection
with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event
will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per
warrant (subject to adjustment).


 






    


     


    

 


This redemption feature differs from the
typical warrant redemption features used in many 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 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 share, which may be at a time when the
trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under "—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00."
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a
number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of our prospectus.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore
have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed.
We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and
it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such,
we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove
the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants
when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because
it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity
to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the
Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant
holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their
warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the
exercise price of $11.50.


 






    


     


    

 


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


 


Redemption
Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that
such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person
(together with such person's affiliates), to the warrant agent's actual knowledge, would beneficially own in excess of 4.9% or
9.8% (as specified by the holder) of the Class A ordinary shares issued and outstanding immediately after giving effect to
such exercise.


 


Anti-dilution
Adjustments. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend
payable in Class A ordinary shares, or by a 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 to 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 the holders
of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on
a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day
period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect
any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or
to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the
aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (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 allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months from the closing of our offering or (B) with respect to any other provision relating to shareholders'
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our
failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid
on each Class A ordinary share in respect of such event.


 


If the number of outstanding Class A
ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary
shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, 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 sponsors
or their affiliates, without taking into account any founder shares held by our initial shareholders 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 completion 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 complete 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 $10.00 and $18.00 per share redemption trigger prices described adjacent to "Redemption of
warrants when the price per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when the
price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to the nearest cent) to be equal to 100%
and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 






    


     


    

 


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. 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 will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants and forward
purchase warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of
the warrant agreement, which is filed as an exhibit to the registration statement of which our prospectus is a part, for a complete
description of the terms and conditions applicable to the warrants.


 


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


 


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


 


Private Placement Warrants


 


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
under "Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants," to our officers and
directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will
not be redeemable by us so long as they are held by our sponsors or their permitted transferees (except as otherwise set forth
herein). Our sponsors, or their permitted transferees, have the option to exercise the private placement warrants on a cashless
basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants
being sold as part of the units in our offering. If the private placement warrants are held by holders other than our sponsors
or their 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 offering.


 






    


     


    

 



 


Except as described in our prospectus under
 "Description of Securities—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 last reported
sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by our initial shareholders and their 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 sponsors or an affiliate of our sponsors
or certain of our officers and directors may loan us funds as may be required, although they are under no obligation to advance
funds or invest in us. 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 a business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. If we increase or decrease the size of the offering pursuant
to Rule 462(b) under the Securities Act, we will effect a share dividend immediately prior to the consummation of the
offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding ordinary shares upon
the consummation of our offering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


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


 


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


 


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


 






     


     


    

 


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 complete a merger in the United States), the arrangement in question must be approved by a majority in number
of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths
in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by
proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement
must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to
the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies
itself that:


 


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






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






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






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



 


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


 


Squeeze-out
Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates 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 (meaning our public shareholders
have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under
the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that
is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an
exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions
and privileges listed below:


 


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






		•	an exempted company's register of members is not open to inspection;






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






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






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






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






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






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



 


Forward Purchase Agreement


 


Cannae Holdings, a diversified holding
company which is externally managed by Trasime


 


ne Capital but is not an affiliate of us or our sponsors, has
entered into a forward purchase agreement to which they have agreed to purchase Class A ordinary shares in an aggregate share
amount equal to 7,500,000 Class A ordinary shares, plus an aggregate of 2,500,000 redeemable warrants to purchase one Class A
ordinary share at $11.50 per share, for an aggregate purchase price of $75,000,000, or $10.00 per Class A ordinary share,
in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be issued as
part of the forward purchase agreement will be identical to the warrants sold as part of the units in our offering.


 


In connection with the forward purchase
securities sold to Cannae Holdings, we expect that our initial shareholders will receive (by way of an adjustment to their existing
Class B ordinary shares) an aggregate number of additional Class B ordinary shares so that the initial shareholders,
in the aggregate, on an as-converted basis, will hold 20% of our Class A ordinary shares at the time of the closing of the
initial business combination. In this regard, our initial shareholders have agreed to forfeit to us at no cost one Class B
ordinary share for each four public shares redeemed in the redemption in connection with our initial business combination, provided
that in no event will any of the initial shareholders forfeit any fractional Class B ordinary shares.


 






     


     


    

 


The proceeds from the sale of the forward
purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection
with our initial business combination or for working capital in the post transaction company. This purchase will be required to
be made regardless of whether any Class A ordinary shares are redeemed by our public shareholders and is intended to provide
us with a minimum funding level for our initial business combination.


 


Cannae Holdings will have no right to the
funds held in the trust account except with respect to any public shares owned by them. We currently expect that an affiliate of
Cannae Holdings will have an approximately 26% limited partnership interest in Trasimene Trebia, LP. As a result, Cannae Holdings
is expected to have an indirect economic interest in approximately 26% of the founder shares and private placement warrants owned
by Trasimene Trebia, LP.


 


Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and
articles of association contain provisions designed to provide certain rights and protections relating to our offering that will
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. Our amended and restated memorandum and
articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders 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 will collectively beneficially own 20% of our ordinary shares upon the closing of our offering (assuming
they do not purchase any units in our 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 provide, among other things, that:


 


		•	If we have not completed an initial business combination within 24 months from the closing of our offering, we will (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding
public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law;






		•	Prior to 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 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;






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



 






     


     


    

 


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






		•	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 that would affect
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete an initial business combination within 24 months from the closing of our offering,
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 taxes, if any (less up to $100,000 of interest
to pay dissolution expenses) 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 with another blank check company or a similar company with nominal
operations.



 


In addition, our amended and restated memorandum
and articles of association provide 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 Law 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


 


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


 


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


 


		•	the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations (2020 Revision)
or is a majority-owned subsidiary of such a business; or






		•	the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions
and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee ("Equivalent Jurisdiction")
or is a majority-owned subsidiary of such subscriber; or



 






     


     


    

 


		•	the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands
or an Equivalent Jurisdiction; or






		•	the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose
requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or






		•	the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity
referred to in sub-paragraphs (a) to (d); or






		•	the application is made through an intermediary which falls within one of sub-paragraphs (a) to (e). In this situation
the company may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and
verification procedures on the applicant for business and its beneficial owners have been carried out; (ii) the nature and
intended purpose of the business relationship; (iii) that the intermediary has identified the source of funds of the applicant
for business; and (iv) that the intermediary shall make available copies of any identification and verification data or information
and relevant documents.



 


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


 


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


 


We also reserve the right to refuse to
make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might
result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction,
or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable
jurisdiction.


 


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


 


Data Protection—Cayman Islands


 


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


 


Privacy Notice


 


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


 


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


 






     


     


    

 


Investor Data


 


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


 


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


 


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


 


Who this Affects


 


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


 


How the Company May Use a Shareholder's Personal Data


 


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


 


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






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






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



 


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


 


Why We May Transfer Your Personal Data


 


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


 


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


 


The Data Protection Measures We Take


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


Our authorized but unissued Class A
ordinary shares and preferred shares will be available for future issuances without shareholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit
plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preferred shares could render more
difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


We have 64,687,500 ordinary shares issued
and outstanding on an as-converted basis. Of these shares, the Class A ordinary shares sold in this offering (51,750,000 Class A
ordinary shares) are freely tradable without restriction or further registration under the Securities Act, except for any Class A
ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding
founder shares (12,937,500 founder shares) and all of the outstanding private placement warrants (8,233,334 private placement)
are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.


 


Upon the closing of the sale of the forward
purchase securities, all of the 7,500,000 forward purchase shares, 2,500,000 forward purchase warrants and Class A ordinary
shares underlying the forward purchase warrants will be restricted securities under Rule 144.


 


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 twelve 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 will equal 646,875 shares; 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 twelve 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 private placement warrants, as applicable, pursuant to Rule 144 without registration
one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares
issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital
loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective
date of our offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Except as described herein, our sponsors
and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger,
share exchange or other similar transaction after our initial business combination that results in all of our shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will
be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer
to such transfer restrictions throughout our prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination, the converted Class A ordinary shares will be released from the lock-up.


 


Pursuant to the forward purchase agreement,
we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination
a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase
warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective
promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the
date on which Cannae Holdings or its assignee cease to hold the securities covered thereby, and (B) the date all of the securities
covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after
such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations.
In addition, the forward purchase agreement provides for certain "piggy-back" registration rights to the holders of forward
purchase securities to include their securities in other registration statements filed by us.


 


Listing of Securities


 


We have listed our units, Class A
ordinary shares and warrants on the NYSE under the symbols "TREB.U,” “TREB” and “TREB WS,” respectively.
The units will automatically separate into their component parts and will not be traded following the completion of our initial
business combination.