Exhibit 4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant to our second
amended and restated certificate of incorporation (the “second amended and restated certificate of incorporation”),
our authorized capital stock consists of 380,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares
of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


As of March 11, 2021,
Landcadia Holdings III, Inc. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”): (1) our Units; (2) our Class A common stock; and (3) our Warrants.


 


The following description
of our Units, Class A common stock, and Warrants is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our second amended and restated certificate of incorporation and our bylaws, each of which are
incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.6 is a part.
We encourage you to read our second amended and restated certificate of incorporation, our bylaws and the applicable provisions
of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code) (the “DGCL”).


 


Terms not otherwise
defined herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.6 is
a part.


 


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.


 


COMMON STOCK


 


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 second amended and restated certificate of incorporation
or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority
of our 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.


 


Because our second
amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 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.


 


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


 






    	 	 	 



     


    

 


We will provide our
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 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, 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 deferred underwriting
commissions we will pay to the underwriters. Our sponsors, 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. 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 either (i) in
connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote
by means of a tender offer. 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. If we
conduct redemptions by means of a tender offer, the tender offer documents will 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 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 second 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 this 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 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.


 


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 third amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in this 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 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 the 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 stock in open market transactions, potentially at a loss.


 


Additionally, such
stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the 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 stock in open market transactions, potentially at a loss.


 


If we seek stockholder
approval in connection with our initial business combination, pursuant to a letter agreement, our sponsors, officers and directors
have agreed to vote their founder shares and any public shares purchased during or after this offering (including in open market
and privately negotiated transactions) in favor of our initial business combination. Additionally, each public stockholder may
elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were
a stockholder on the record date for the stockholder meeting held to approve the proposed transaction (subject to the limitation
described in the preceding paragraph).


 






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Pursuant to our second
amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months
from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but no more than 10 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 (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 sponsors, 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 this offering. However, if our initial stockholders acquire public shares in or after
this 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.


 


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


 


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 12 months from the closing of this offering
or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at
a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless 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 current 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
shares of Class A common stock upon exercise of a warrant unless 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, if not cash settled, 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 not registered
the shares of Class A common stock issuable upon exercise of the warrants. However, we have agreed that as soon as practicable,
but in no event later than 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 registering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants, to cause such registration statement to become effective and to maintain 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.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective
by the 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 shall have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act or another exemption.


 


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


 


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


 


		•	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
reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day period ending three business
days before we send the notice of redemption to the warrant holders.


  


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such
registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were initially offered by us in this offering.


 


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


 


If we call the warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant
to do so on a cashless basis. The numbers in the table below represent the number 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 shares of 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. Requiring a cashless exercise
in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We
believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsors
and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless
basis using the same numbers in the table below that other warrant holders would have been required to use had all warrant holders
been required to exercise their warrants on a cashless basis.


 






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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 set forth
under “Description of Securities — Redeemable Warrants — Public Stockholders’
Warrants” based on the redemption date and the “fair market value” of our shares of Class A common stock
(as defined below) except as otherwise described herein;


 


		•	if, and only if, the
closing price of our shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) 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 shares of 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 stock
splits, stock dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently
called for redemption on the same terms as the outstanding public warrants, as described above.


 


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 shares of 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 shares of 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 as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the 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. The number of shares in the table below shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant
is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution
Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph
under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will
equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 






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	 	 	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	 


 


	 	 	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	 
	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	 



 






    	 	6	 



     


    

 


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 shares of 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 shares of 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
differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for
a redemption of warrants for cash (other than the private placement warrants) when the trading price for the shares of Class A
common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
the outstanding warrants to be redeemed when the shares of Class A common stock are trading at or above $10.00 per public
share, which may be at a time when the trading price of our shares of Class A common stock is below the exercise price of
the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the
warrants having to reach the $18.00 per share threshold set forth above under “Redemption of warrants when the price per
share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of the of this prospectus. This redemption right provides us with an additional mechanism
by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would
no longer be outstanding and would have been exercised or redeemed. 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 shares of Class A common stock are trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing
warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we
choose to redeem the warrants when the shares of Class A common stock are 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 such shares of Class A
common stock were trading at a price higher than the exercise price of $11.50.


 






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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
shares of 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.


 


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


 


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


 


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


 


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


 


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


 






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In addition, if (i) 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 (as applicable, the “Newly Issued
Price”) of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith
by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any
founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (ii) 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 (iii) the
volume weighted average trading price of our shares of Class A common stock during the 20-trading-day period starting on the
trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price
described adjacent to the caption “Redemption of warrants when the price per share of Class A common stock equals or
exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued
Price.


 


In case of any reclassification
or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects
the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which
we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. 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 30 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. This
formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that
the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating
fair market value where no quoted market price for an instrument is available.


 


The warrants are 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 will be filed as an exhibit to the registration statement of which
this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, 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 Class A common stock or
any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares
of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by stockholders.


 






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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. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of
warrants in order to obtain full value from the fractional interests that will not be issued.


 


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) 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 our sponsors) and they will not be redeemable
by us so long as they are held by our sponsors or their permitted transferees. Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering,
including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other
than the sponsors or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the
holders on the same basis as the warrants included in the units being sold in this offering.


 


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 “fair market value”
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
means 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 sponsors or their permitted transferees is because
it is not known at this time whether they will be affiliated with us following an initial 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 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 sponsors or an affiliate of one of our sponsors
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such
loans may be convertible into warrants 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. The terms
of such working capital loans by our sponsors or their affiliates, or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.


 






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Our sponsors 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, to our officers and directors and other persons or entities affiliated with our sponsors.
In addition, for so long as they are held by Jefferies, the private placement warrants will not be exercisable more than five years
from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA rules.


 


Registration Rights


 


The holders of the
founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares
of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon
conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant
to a registration rights agreement to be signed prior to or on the effective date of this offering, 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 at least 15% 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 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 (1) 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 initial business combination, (x) if the reported closing price
of our Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances,
subdivisions, 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 following the completion of our initial business
combination on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results
in all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities or
other property, and (2) in the case of the private placement warrants and the respective shares of 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. Notwithstanding the foregoing, Jefferies may not exercise its
demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the
registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion.


 






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