Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


The following description
of FG New America Acquisition Corp.’s (the “Company,” “we” or “us”) securities is a summary
and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended
and restated certificate of incorporation (the “Charter”) and the Company’s Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We
encourage you to read the Charter, the Bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”),
for additional information.


 


General


 


We are a Delaware corporation and our affairs
are governed by our Charter and the DGCL. Our Charter authorizes us to issue up to 400,000,000 shares of common stock, $0.0001
par value each, including 380,000,000 shares of Class A common stock (“Class A common stock”) and 20,000,000 shares
of Class B common stock (“Class B common stock” or “Founder Shares”), as well as 1,000,000 shares
of preferred stock, $0.0001 par value per share.


 


Units


 


Public Units


 


Each unit issued in connection with our
initial public offering consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant
entitles the holder thereof to purchase one share of Class A common stock at a price of  $11.50 per share, subject to
adjustment as described herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of the shares of Company’s Class A common stock. This means only a whole warrant may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase a share of Class A common
stock, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant, such whole warrant will be exercisable
for one share of Class A common stock at a price of  $11.50 per share. The Class A common stock and warrants comprising
the units began separate trading on November 20, 2020 and holders of our units have the option to continue to hold units
or separate their units into the component securities.


 


Underwriter Units


 


The units issued to ThinkEquity, a division
of Fordham Financial Management, Inc., and Piper Sandler & Co. (together the “underwriters”) in a private placement
simultaneously with the closing of our initial public offering (the “Underwriter Units”) (including the warrants underlying
the Underwriter Units (the “Underwriter Warrants”) and the shares of Class A common stock underlying the Underwriter
Units (the “Underwriter Shares”) and the Underwriter Warrants) will not be transferable, assignable or salable until
after the completion of our initial business combination. Otherwise, the Underwriter Units are identical to the units sold
in our initial public offering except that the Underwriter Warrants, so long as they are held by the underwriters or their permitted
transferees, (i) will not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise
of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion
of our initial business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled
to registration rights and (v) for so long as they are held by the underwriters, will not be exercisable more than five years
from the effective date of the registration statement filed in connection with our initial public offering in accordance with FINRA
Rule 5110(f)(2)(G)(i), as described below under “— Warrants — Underwriter Warrants”.


 


Private Units


 


The Private Units (including the warrants
underlying the Private Units (the “Private Unit Warrants”) or the shares of Class A common stock underlying the private
Units (the “ Private Shares”) and shares of Class A common stock issuable upon exercise of such Private Unit Warrants)
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except,
among other limited exceptions as described under “— Warrants,” to our officers and directors and other
persons or entities affiliated with our sponsor). Otherwise, the Private Units are identical to the units sold in our initial public
offering except that the Private Unit Warrants, so long as they are held by our sponsor (and/or our designees) or their permitted
transferees, (i) will not be redeemable by us (except as described below under “ — Warrants”), (ii)
may be exercised by the holders on a cashless basis and (iii) will be entitled to registration rights.


 






     


     


    

 


Additionally, the units that have not already
been separated will automatically separate into their component parts in connection with the completion of our initial business
combination and will no longer be listed thereafter.


 


Common Stock


 


As of the date hereof, we had 30,300,125
shares of our common stock outstanding including:


 


		·	23,775,000 shares of Class A common stock underlying units issued as part of our initial
public offering;



 


		·	118,875 shares of Class A common stock underlying the Underwriter Units;



 


		·	462,500 shares of Class A common stock underlying the Private Units; and



 


		·	5,943,750 shares of Class B common stock held by our initial stockholders.



 


​Stockholders of record of our common
stock are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common
stock and holders of 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 Charter, or as required by applicable provisions of 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 (except for those directors appointed prior to our first annual meeting of stockholders) 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.


 


Because our Charter authorizes the issuance
of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on
the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are
authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval
in connection with our initial business combination.


 


In accordance with corporate governance
requirements of the New York Stock Exchange (the “NYSE”), we are not required to hold an annual meeting until no later
than one year after our first fiscal year end following our listing on 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.


 






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We will provide our public
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 (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares, subject to the limitations described herein. Our initial stockholders, 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 public shares they hold in connection with the completion of our initial business
combination. In addition, the underwriters have agreed to (i) waive their redemption rights with respect to their
Underwriter Shares in connection with the completion of our initial business combination, (ii) waive their redemption
rights with respect to their Underwriter Shares in connection with a stockholder vote to approve an amendment to our Charter
(A) to modify the substance or timing of our obligation 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 (B) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity and
(iii) waive their rights to liquidating distributions from the trust account with respect to their Underwriter Shares if
we fail to complete our initial business combination within 24 months from the closing of our initial public offering.
In addition, the underwriters have agreed to vote any Underwriter Shares held by them in favor of our initial business
combination. Unlike many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in
conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon
completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not
required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our
Charter, 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 Charter requires these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is
required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we
decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition
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 shares of common stock voted are voted in favor of our initial business combination. However, the participation of our
sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the
approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention
to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is
obtained.


 


If we seek stockholder 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 Charter provides that a public stockholder, together with any affiliate of such stockholder or any
other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold
in our initial public offering without our prior consent, 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 initial
business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial 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 our initial 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 shares in open market transactions,
potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, sponsor, officers and directors and the underwriters have agreed
to vote any Founder Shares and Underwriter Shares they hold and any public shares purchased during or after our initial public
offering in favor of our initial business combination. Additionally, each public stockholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our Charter, 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 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 (which interest shall be net of taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders and the underwriters
have entered into 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 and Underwriter Shares if we fail to complete our initial business combination
within 24 months from the closing of our initial public offering or any extended period of time that we may have to consummate
an initial business combination as a result of an amendment to our Charter. However, if our initial stockholders or management
team 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 initial business combination within the prescribed
time period.


 






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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 shares, 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 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 (which interest shall be net of taxes
payable), divided by the number of 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
common stock and, except as described below, 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
initial stockholders, 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 they hold in connection with
the completion of our initial business combination, (B) to waive their redemption rights with respect to any Founder Shares
and public shares they hold in connection with a stockholder vote to approve an amendment to our Charter to 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 or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust
account with respect to any Founder Shares they hold if we fail to complete our initial business combination within 24 months
from the closing of our initial public offering or any extended period of time that we may have to consummate an initial business
combination as a result of an amendment to our Charter, 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 such time period,
and (iii) the Founder Shares are automatically convertible into Class A common stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein
and in our Charter. If we submit our initial business combination to our public stockholders for a vote, 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.


 


The Founder Shares will automatically convert
into shares of Class A common stock concurrently with or immediately following the consummation 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 connection with our initial business combination, the number of shares of Class A
common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the
total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of
shares of Class A common stock by public stockholders and excluding the shares of Class A common stock underlying the
Underwriter Units), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or
in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked
securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller
in the initial business combination and any Private Placement Warrants issued to our sponsor, officers or directors upon conversion
of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one
basis.


 


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 will be subject to the same transfer restrictions) until the earlier of: (i) with respect to
50% of the Founder Shares, the earlier of  (x) twelve months after the date of the consummation of an initial business
combination or (y) the date on which the closing price of our Class A common stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading
day period commencing after our initial business combination and (ii) with respect to the remaining 50% of the Founder Shares,
twelve months after the date of the consummation of our initial business combination, provided, if we consummate a transaction
after our initial business combination which results in our stockholders having the right to exchange their shares for cash, securities
or other property, the Founder Shares will be released from the lock-up.


 






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Underwriter Shares


 


The Underwriter Shares will not be transferable,
assignable or salable until after the completion of our initial business combination. The underwriters have agreed to (i) waive
their redemption rights with respect to their Underwriter Shares in connection with the completion of our initial business combination,
(ii) waive their redemption rights with respect to their Underwriter Shares in connection with a stockholder vote to approve
an amendment to our Charter (A) to modify the substance or timing of our obligation 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 (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) waive
their rights to liquidating distributions from the trust account with respect to their Underwriter Shares if we fail to complete
our initial business combination within 24 months from the closing of our initial public offering. The shares have been deemed
compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective
date of the registration statement filed in connection with our initial public offering pursuant to Rule 5110(g)(1) of FINRA’s
Conduct Rules. Pursuant to FINRA Rule 5110(g)(1), these securities will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days
immediately following the effective date of the registration statement filed in connection with our initial public offering, nor
may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective
date of the registration statement filed in connection with our initial public offering except to any underwriter and selected
dealer participating in the offering and their bona fide officers or partners. Otherwise, the Underwriter Shares are identical
to the shares of Class A common stock underlying the units sold in our initial public offering.


 


Preferred Stock


 


Our Charter authorizes 1,000,000 shares
of preferred stock and 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 shares of 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 shares of 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 shares
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.


 


Warrants


 


Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of Class A common stock at a price of  $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of our initial public offering and 30 days after
the completion of our initial business combination, provided in each case that we have an effective registration statement under
the Securities Act covering the shares of Class A common stock 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 shares of Class A common stock. This means only a whole warrant may be exercised at a given time by
a warrant holder. No fractional warrants have been or will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless you purchase at least two 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 are not 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 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. 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 shares of 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 fifteen (15) business days after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common
stock issuable upon exercise of the warrants. We will use our best 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 of the warrants
in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our 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. Notwithstanding the above, if our Class A
common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the
definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require
holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement,
and in the event we do not so elect, 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.


 


Redemption of warrants


 


Once the warrants become exercisable, we
may call the warrants for redemption for cash:


 


		·	in whole and not in part;



 


		·	at a price of  $0.01 per warrant;



 


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



 


		·	if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A
common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination)
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.



 


​If and when the warrants become
redeemable by us for cash, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital
raising purposes in connection with the closing of our initial business combination) as well as the $11.50 warrant exercise price
after the redemption notice is issued. 


 






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


 


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


 


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


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of
the holders of Class A common stock in connection with a proposed initial business combination, or (d) 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 share split or reclassification of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share 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 share of Class A common stock.


 


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


 






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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 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 initial stockholders 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 after the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
under “— Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding Class A common stock (other than those described above or that solely affects the par value of such 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 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 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. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction
is payable in the form of 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
Warrant 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 that certain 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, and that all other modifications or amendments will require the vote or written consent of
the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of
the Private Placement Warrants, a majority of the then outstanding Private Placement 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 common stock and any voting rights until they exercise their
warrants and receive Class A common stock. After the issuance of Class A common stock 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 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 the number of shares of Class A common stock to be issued to
the warrant holder.


 






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Private Placement Warrants


 


The warrants to purchase shares of
Class A common stock at an exercise price of $11.50 per share (the “$11.50 Exercise Price Warrants”) and the
warrants to purchase shares of Class A common stock at an exercise price of $15.00 per share (the “$15 Exercise Price
Warrants” and, together with the $11.50 Exercise Price Warrants, the “Private Placement Warrants”), in each
case, issued to the sponsor in private placements that closed simultaneously with the closing of our initial public offering
(including the Class A common stock 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, among other
limited exceptions, 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 the initial stockholders or
their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the Private
Placement Warrants on a cashless basis. Except as described in this section, 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. If the
Private Placement Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private
Placement Warrants will be redeemable by us for cash and exercisable by the holders on the same basis as the warrants
included in the units sold in our initial public offering. In addition, the $15 Exercise Price Warrants will expire at
5:00 p.m. New York City Time ten years after the consummation our initial business combination.


 


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 shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of
our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair
market value” will mean the average 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 initial purchasers or 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 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 exercise their warrants
and sell the shares of Class A common stock 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 finance transaction costs in
connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into founder warrants at a price of  $1.00 per warrant at the option of the lender. 


 


Our initial stockholders have 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, transfers can be made to our officers and directors and other persons or entities affiliated
with the sponsor.


 


Underwriter Warrants


 


The Underwriter Warrants are identical
to the warrants included in the units sold in our initial public offering, except that the Underwriter Warrants (i) will
not be redeemable by us, (ii) may not (including the Class A common stock issuable upon exercise of the Underwriter Warrants),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until after the completion of our initial
business combination, (iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration
rights and (v) for so long as they are held by the underwriters, will not be exercisable more than five years from the
effective date of the registration statement filed in connection with our initial public offering in accordance with FINRA Rule 5110(f)(2)(G)(i).


 


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 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. Further, if we incur any
indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.


 






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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 or intentional misconduct 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 to 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 the any monies in the trust account or interest earned thereon.


 


Amended and Restated Certificate of
Incorporation


 


Our Charter contains certain requirements
and restrictions that will 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 may participate in any vote to amend our
Charter and will have the discretion to vote in any manner they choose. Specifically, our Charter 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 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements
of other applicable law;



 


		·	Prior to our initial business combination, we may not issue additional securities that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on
our initial business combination or (b) to approve an amendment to our Charter to (x) extend the time we have to consummate
a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;



 


		·	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 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 a valuation or appraisal 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. Whether or not we maintain our registration
under the Exchange Act or our listing on NYSE, we will provide our public stockholders with the opportunity to redeem their public
shares by one of the two methods listed above;



 


		·	So long as we obtain and maintain a listing for our securities on the NYSE, the NYSE rules require
that we must not consummate an initial business combination with one or more operating businesses or assets with a fair market
value of at least 80% of the assets held in the trust account (net of amounts disbursed to management for working capital
purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter
into the initial business combination;



 






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		·	If our stockholders approve an amendment to our Charter to modify the substance or timing of our
obligation 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 with respect to any other material provisions relating to stockholders’ rights
or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion
of their 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 (which interest shall be net
of taxes payable), divided by the number of 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 Charter 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.


 


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


 


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


 


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



 


		·	an affiliate of an interested stockholder; or



 


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



 


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


 


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



 


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



 


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



 


​Our Charter provided 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 Charter requires, unless we
consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our
behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising
pursuant to any provision of the DGCL or our Charter or bylaws, or (iv) any action asserting a claim against us, our
directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in
the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that
there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does
not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for
which the Court of Chancery does not have subject matter jurisdiction, as to which the Court of Chancery and the federal
district court for the District of Delaware shall have concurrent jurisdiction. If an action is 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, a court may determine that this provision is unenforceable, and to the extent it is
enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our
stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations
thereunder.


 


Notwithstanding the foregoing, our Charter
provides that the exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction. 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. Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or
any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise acquiring any interest
in our securities shall be deemed to have notice of and consented to these provisions. We note, however, that there is uncertainty
as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws
and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.


 


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 opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content
of a 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
Charter 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 23,775,000 shares of Class A common
stock that are freely tradable without restriction or further registration under the Securities Act, except for any Class A
common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding
Founder Shares, all of the outstanding Underwriter Units (and the securities underlying such Underwriter Units), all of the Private
Units (and the securities underlying such Private Units) and all of the outstanding Private Placement Warrants (and the securities
underlying such Private Placement Warrants) will be restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering.


 


Rule 144


 


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


 


Persons who have beneficially owned restricted
shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months
preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month
period only a number of securities that does not exceed the greater of:


 


		·	1% of the total number of shares of Class A common stock then outstanding; 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 material required to be filed,
as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and
materials), other than Form 8-K reports; and



 


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



 


​As a result, our initial stockholders
will be able to sell their Founder Shares, Private Units 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 Rights


 


The holders of the (i) Founder Shares,
which were issued in a private placement prior to the closing of our initial public offering, (ii) Private Placement Warrants,
which were issued in a private placement simultaneously with the closing of our initial public offering and the shares of Class
A common stock underlying such Private Placement Warrants, (iii) Underwriter Shares and Underwriter Warrants (and the shares of
Class A common stock underlying such Underwriter Warrants), which were issued as part of the Underwriter Units in a private placement
simultaneously with the closing of our initial public offering, (iv) Private Shares and Private Unit Warrants (and the shares of
Class A common stock underlying such Private Unit Warrants) and (v) founder warrants that may be issued upon conversion of working
capital loans have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration
rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
we register such securities. In addition, the holders have certain “piggy- back” registration rights with respect to
registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our public units, public shares and
public warrants are listed on NYSE under the symbols “FGNA.U,” “FGNA” and “FGNA WS,” respectively.


 






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