Exhibit 4.4


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


The following summary of the material terms
of the securities of Star Peak Energy Transition Corp. (“we,”“us,”“our” or “the company”)
is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference
to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company’s
Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”), and applicable Delaware 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:


 


		·	“common stock” are to our Class A common stock and our Class B common stock, collectively;
		·	“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement
prior to our initial public offering, and the shares of our Class A common stock issued upon the conversion thereof as provided
herein;
		·	“initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public
offering (or their permitted transferees);
		·	“management” or our “management team” are to our officers and directors;
		·	“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with
the closing of our initial public offering;
		·	“public shares” are to shares of our Class A common stock 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 stockholders” are to the holders of our public shares, including, without limitation, our initial stockholders
and members of our management team to the extent our initial stockholders and/or members of our management team have purchased
public shares, provided that each initial stockholder’s and member of our management team’s status as a “public
stockholder” shall only exist with respect to such public shares;
		·	“public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether
they are purchased in our initial public offering or thereafter in the open market), to the private placement warrants if held
by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion
of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or
permitted transferees), in each case, following the consummation of our initial business combination;
		·	“sponsor” are to Star Peak Sponsor LLC, a Delaware limited liability company;
		·	“warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement
warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees;
and
		·	“we,” “us,” “company” or “our company” are to Star Peak Energy Transition Corp.



 






     


     


    

 





General


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 400,000,000 shares of Class A common stock, $0.0001 par value per share,
40,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par
value per share. The following description summarizes the material terms of our capital stock as set out more particularly in our
amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is
important to you.


 


Units


 


Each unit consists of one whole share of
Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share
of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in the registration statement on
Form S-1 (No. 333-240267). A warrant holder may exercise its warrants only for a whole number of shares of Class A common
stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will
be issued 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 Class A Common Stock and Warrants began
separate trading on October 8, 2020. Holders of the Units have the option to continue to hold Units or separate their Units into
the component securities. Holders need to have their brokers contact our transfer agent in order to separate the Units into shares
of Class A Common Stock and Warrants.


 


Common Stock


 


Upon the closing of our initial public offering,
there were 43,750,000 shares of our common stock outstanding, consisting of:


 


		·	35,000,000 shares of our Class A common stock underlying the Units being offered in our initial public offering; and



 


		·	8,750,000 shares of Class B common stock held by our sponsor.



 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders
of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except
as required by law.


 


Unless specified in our amended and restated
certificate of incorporation or bylaws, or as required by applicable provisions of the General Corporation Law of Delaware, as
amended (the “DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of our shares of common
stock that are voted is required to approve any such matter voted on by our stockholders. 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 election of directors, with the result that the holders of more than 50%
of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business
combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public
shares will not be entitled to vote on the election 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.


 


Because our amended and restated
certificate of incorporation authorizes the issuance of up to 400,000,000 shares of Class A common stock, if we were to enter
into an initial business combination, we may (depending on the terms of such an initial business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the initial business combination to the extent we seek stockholder approval in connection with our initial business
combination.


 






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


 


Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will
not be entitled to vote on the election 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 certificate of incorporation may only be amended by a resolution passed by a majority of our Class
B common stock.


 


We will provide our stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior
to the consummation of our initial business combination including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately
$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 discounts and 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 sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares and any public shares held by them in connection with the completion of our initial business combination.
Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy
rules. If, however, stockholder approval of the transaction is required by law, or we decide to obtain stockholder 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 stockholder approval, we will complete our initial
business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business
combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital
stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting.


 


However, the participation of our
sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this
exhibit), if any, could result in the approval of our business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the
majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. We will give not less than 10 days prior written notice of any such meeting,
if required, at which a vote shall be taken to approve our business combination. These quorum and voting thresholds, and the
voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business
combination.


 






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


 


If we seek stockholder approval in connection
with our business combination, our initial stockholders have agreed to vote their founder shares and any public shares purchased
during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial
stockholders’ founder shares, we would need only 13,125,001, or 37.5%, of the 35,000,000 public shares sold in our initial
public offering to be voted in favor of the business combination (assuming all outstanding shares are voted) in order to have our
initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares irrespective
of whether it votes for or against the proposed transaction (subject to the limitation described in the preceding paragraph).


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 24 months from the closing of our initial
public offering (subject to our ability to seek an extension of such 24-month period as described herein), 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, including franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect
to any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of
our initial public offering. However, if our sponsor, officers or directors acquire public shares in or after our initial public
offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail
to complete our business combination within the prescribed time period.


 


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


 






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Founder Shares


 


The founder shares are identical to the
shares of Class A common stock included in the units sold in our initial public offering, and holders of founder shares have the
same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares held by them
in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended
and restated certificate of incorporation (x) that would modify the substance or timing of our obligation to provide holders of
shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the
initial public offering or (y) with respect to any other provision relating to the rights of holders of our Class A common stock
and (B) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold
if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering (although
they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail
to complete our initial business combination within the prescribed time frame), (iii) the founder shares are shares of our Class
B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination,
or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described herein, and (iv) are entitled to registration rights. If we submit our business combination to our public
stockholders for a vote, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased
during or after our initial public offering in favor of our initial business combination.


 


The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis
(subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further
adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued
or deemed issued in excess of the amounts sold in the final prospectus and related to the closing of the business combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the
holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such
issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common
stock outstanding upon completion of our initial public offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or
to be issued, to any seller in the business combination. Holders of founder shares may also elect to convert their shares of Class
B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.


 


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


 


Prior to our initial business
combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our
public shares will not be entitled to vote on the election 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 certificate of incorporation may only be amended by
a resolution passed by a majority of our Class B common stock. With respect to any other matter submitted to a vote of our
stockholders, 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.


 






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Dividends


 


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


 


Preferred Stock


 


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


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of one year from the closing of our initial public offering or 30 days after the completion
of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. You should review a copy
of the warrant agreement, which has been filed with the SEC, for a complete description of the terms and conditions applicable
to the warrants. 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
shares of Class A common stock 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 shares of Class A common stock 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 share of Class A common stock upon exercise of a warrant unless the Class A common stock 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 share of Class A common stock underlying such unit.


 






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We have agreed that as soon as practicable,
but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares
of Class A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the
same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire
or are redeemed, as specified in the warrant agreement; provided that if our Class A common stock is at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonably efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th
day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our
commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of
Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class
A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the
exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this
paragraph shall mean the volume weighted average price of the Class A common stock 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 if the Price Per Share of Class
A Common Stock Equals or Exceeds $18.00


 


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


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


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



 


		·	if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading
day period ending three trading days before we send the notice of redemption to the warrant holders.



 


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


 


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


 






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Redemption of Warrants when the Price Per Share of Class
A Common Stock Equals or Exceeds $10.00


 


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


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that
holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined
by reference to the table below, based on the redemption date and the “fair market value” of our Class A common
stock (as defined below) except as otherwise described below;



 


		·	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within
the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and



 


		·	if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the
third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement
warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers
in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such
warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume-weighted average price of our Class A
common stock 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 shares of Class A common stock shall include a security other than shares of Class A common stock into which
the shares of Class A common stock 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 shares of Class A
common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.


 


The share prices set forth in the
column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a
warrant or the exercise price of a warrant is adjusted. 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 exercise price of the warrant immediately prior to such adjustment. In such an event, the number
of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the
number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is
the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted as
a result of raising capital in connection with the initial business combination pursuant to the fifth paragraph under the
heading “—Anti-dilution Adjustments” in the registration statement on Form S-1 (No. 333-240267), the
adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of
which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution
Adjustments” and the denominator of which is $10.00.


 






    8 


     


    

 


	 	Fair
    Market Value of Class A Common Stock



 


	Redemption
    Date
 (period to expiration of warrants)	 	 	≤10.00	 	 	 	11.00	 	 	 	12.00	 	 	 	13.00	 	 	 	14.00	 	 	 	15.00	 	 	 	16.00	 	 	 	17.00	 	 	 	≥18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 



    9 


     


    







 


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 shares of Class A common stock 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 common stock 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 shares of Class A common stock 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 common
stock 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 shares of Class A common stock for each
whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for
more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected in the table above,
if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption
by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock.


 


This redemption feature is structured to
allow for all of the outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per public
share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants.
We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having
to reach the $18.00 per share threshold. Holders choosing to exercise their warrants in connection with a redemption pursuant to
this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility
input as of the date of the initial public offering. This redemption right provides us with an additional mechanism by which to
redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer
be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants
if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is
in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants
when the Class A common stock is 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 common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their
warrants for shares of Class A common stock if and when the Class A common stock was trading at a price higher than the
exercise price of $11.50.


 


No fractional shares of Class A common
stock 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 shares of Class A common stock to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock 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
common stock, 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.


 






    10 


     


    

 


Ownership Limit


 


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 9.8% (or such other amount as a holder may specify) of the shares of Class
A common stock issued and outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments


 


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


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially
all of the holders of the shares of Class A common stock on account of such shares of Class A common stock (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 shares of Class A common stock
during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.10 (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 shares of Class A common stock 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 $0.10 per share, (c) to satisfy the redemption
rights of the holders of shares of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of shares of Class A common stock in connection with a stockholder vote to amend our amended
and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing of our initial public offering or (ii) with respect to any other provisions relating to the rights
of holders of our Class A common stock 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 share of Class A common stock in respect of such event.


 


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


 



    11 


     


    




 


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


 


In addition, if (x) we issue additional
shares of Class A common stock 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 share of our Class A common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial stockholders or
such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z)
the volume-weighted average trading price of our Class A common stock 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 above 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 shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the
holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the shares of Class A common stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants
immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if
a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other
property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant
prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A common stock held
by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement.


 






    12 


     


    

 


If less than 70% of the consideration receivable
by the holders of shares of Class A common stock in such a transaction is payable in the form of shares of Class A common stock
in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant
properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will
be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the
warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary
transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive
the full potential value of the warrants.


 


The warrants have been issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which was filed as an exhibit to the registration statement for a complete description of the
terms and conditions applicable to the warrants.


 


The warrant agreement provides that the
terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any
mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement set forth in this prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on shares
of common stock as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with
respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that
the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely
affects the interests of the registered holders of public 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 Class A common stock and any voting rights until they exercise
their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of
the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


No fractional 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 of shares of Class A common stock to be issued to the warrant holder.


 


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


 


Private Placement Warrants


 


The private placement warrants
(including the Class A common stock issuable upon exercise of the private placement warrants) are not transferable,
assignable or salable until 30 days after the completion of our initial business combination (except, among other limited
exceptions as described under the section of the final prospectus relating to our initial public offering entitled
 “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants,” to
our officers and directors and other persons or entities affiliated with our sponsor) and they are not redeemable under
certain redemption scenarios by us so long as they are held by our sponsor or its permitted transferees. Otherwise, the
private placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in
our initial public offering, including as to exercise price, exercisability and exercise period. If the private placement
warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be
redeemable by us under all redemption scenarios and exercisable by the holders on the same basis as the warrants included in
the units sold in our initial public offering.


 






    13 


     


    

 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of
shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common
stock underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) less the
exercise price of the warrants by (y) the Sponsor fair market value. The “Sponsor fair market value” shall mean the
average reported closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants
will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not
known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us,
their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders
will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public
information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of
the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that
allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance transaction costs in
connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,
we would repay such loaned amounts out of the proceeds of the trust account. In the even that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period.


 


Our sponsor has agreed not to transfer,
assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these
warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other
limited exceptions as described under the section of the final prospectus entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and other persons or entities
affiliated with our sponsor


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on NYSE under the symbols “STPK.U,” “STPK” and “STPK WS,” respectively.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock
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 stockholders, directors,
officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that
capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim
of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind
to, or any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only
be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account
and not against any monies in the trust account or interest earned thereon.


 






    14 


     


    

 


Our Amended and Restated Certificate of Incorporation


 


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


 


		·	If we are unable to complete our initial business combination within 24 months from the closing of our initial public offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, including franchise and income taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law;
		·	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination;
		·	Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor,
our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm
that such a business combination is fair to our company from a financial point of view;
		·	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder
vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of
the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;
		·	Our initial business combination must occur with one or more target business that together have an aggregate fair market value
of at least 80% or our assets held in the trust account (excluding the deferred underwriting discounts and commissions and funds
previously released to us to pay 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 stockholders approve an amendment to our amended and restated certificate of incorporation that would modify the substance
or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within
24 months from the closing of our initial public offering, we will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, including franchise and income taxes, divided by the number of then outstanding public
shares; 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 certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’
fees and commissions.


 






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


 


We have opted out of Section 203 of the
DGCL. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage
in certain “business combinations” with any “interested stockholder” for a three-year period following
the time that the stockholder became an interested stockholder, unless:


 


		·	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;



 


		·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or



 


		·	at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of
holders of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates
and associates, owns, or within the previous three years owned, 20% or more of our voting stock.


 


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


 


Our amended and restated certificate of
incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect transferees of
at least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested
stockholders” for purposes of this provision.


 


Our amended and restated certificate of
incorporation provides that our board of directors is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


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


 






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Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of
incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the
State of Delaware, and if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies the provision may have the effect of discouraging
lawsuits against our directors and officers. Despite the fact that our amended and restated certificate of incorporation provides
that the exclusive forum provision is applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act and the rules and regulations thereunder.
As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange
Act, Securities Act, or any other claim for which the federal courts have exclusive jurisdiction.


 


Special meeting of stockholders


 


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


 


Advance notice requirements for stockholder proposals
and director nominations


 


Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will
need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day
nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and
content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action by written consent


 


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


 


Classified Board of Directors


 


Our board of directors is divided into three
classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated
certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of
directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but
only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of
our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our
board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of
a majority of our directors then in office.


 






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Class B Common Stock Consent Right


 


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


 


Securities Eligible for Future Sale


 


We have 43,750,000 shares of common stock
issued and outstanding. Of these shares, the 35,000,000 shares of Class A common stock sold in our initial public offering are
freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of
our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 8,750,000 Class B common stock and
all 6,733,333 private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering. These restricted securities are entitled to registration rights as more fully described below
under “— Registration and Shareholder Rights.”


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided
that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we
were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares of our common stock 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 shares of Class A common stock then outstanding, which equals 437,500 shares immediately after our
initial public offering; or



 


		·	the average weekly reported trading volume of the Class A common stock 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 materials required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current
Reports on Form 8-K; and



 


		·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.



 


As a result, our initial stockholders are
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.


 






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Registration and Shareholder Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock
issuable upon the conversion of such founder shares or exercise of such private placement warrants and warrants that may be issued
upon conversion of working capital loans pursuant to the terms of such securities) are entitled to registration rights pursuant
to a registration and shareholder rights agreement dated July 31, 2020, between the Company and certain security holders, requiring
us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).
The holders of the majority 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 and rights to require us to register for resale
such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides
that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lock-up period, which occurs (a) in the case of the founder shares, on the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our business combination, (i) if the closing price of our Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination
or (ii) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other
property and (b) in the case of the private placement warrants and the respective Class A common stock underlying such warrants,
30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.


 


In addition, pursuant to the registration
and shareholder rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate
three individuals for election to our board of directors so long as the sponsor and its permitted transferees continue to hold
at least 50% of the number of founder shares held by the sponsor immediately prior to the closing of our initial public offering
and after any forfeiture of its founder shares.


 






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