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**EXHIBIT 4.6**

**DESCRIPTION OF SECURITIES**

Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class Acommon stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capitalstock. Because it is only a summary, it may not contain all the information that is important to you. 

***Units***

Each unit consists of one share of Class A common stock and one-fourth 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 adjustments as described set forth in the warrant agreement. Pursuant to the warrant agreement, awarrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have been issued uponseparation of the units and only whole warrants are traded. 

The common stock and warrants constituting the units began separate tradingon January 31, 2022. 

**Common Stock**

As of March 30, 2022, a total of 21,562,500 shares of our common stock are outstanding, including: 

 
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17,250,000 shares of our Class A common stock; and 

 
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4,312,500 shares of Class B common stock held by Trajectory Alpha Sponsor LLC (“sponsor”, thirteeninstitutional accredited investors (the “anchor investors”) and Guggenheim Securities, LLC (“Guggenheim”). 

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of ourClass B common stock and holders of our Class A common stock will vote together as a single class, with each share entitling the holder to one vote, on the election and removal of directors and any other matter submitted to a vote of ourstockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rules. Unless specified in our amended and restated certificate of incorporation or bylaws, or as requiredby applicable law or stock exchange rules, the affirmative vote of holders of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders. Directors are elected for aterm of three years. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the common stock voted for the election of directors can elect all of the directors. Our stockholdersare entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. However, in connection with our initial business combination, we may enter into a stockholders’ agreement orother arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. 

Because our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A commonstock, 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 common stock which we are authorized to issue at the same time as our stockholdersvote on the business combination to the extent we seek stockholder approval in connection with our initial business combination. 

Inaccordance with the New York Stock Exchange (the “NYSE”) corporate governance requirements, we are not required to hold an annual meeting until not later than one year after our first fiscal year end following our listing on the NYSE.Under Section 211(b) of the Delaware General Corporation Law (the “DGCL”), we are, 

 
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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 ameeting. 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 annualmeeting. 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 inaccordance with Section 211(c) of the DGCL. 

We will provide our public stockholders with the opportunity to redeem all or a portionof their public shares in connection with 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 twobusiness days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. Theamount in the trust account is initially anticipated to be $10.10 per public share. Such amount will be increased by an anticipated $0.10 per public share pursuant to our sponsor’s purchase of additional private placement warrants for each 3-month extension of the completion window that our sponsor elects to effectuate. The per share amount we will distribute to investors who properly redeem their public shares will not be reduced by the deferredunderwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its public shares. Our initial stockholders, officers, directors andadvisors have entered, and Guggenheim Securities, LLC will enter, 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 inconnection with our initial business combination or certain amendments to our amended and restated certificate of incorporation. Permitted transferees of our sponsor, officers, directors or advisors will be subject to the same obligations. Unlikemany blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash in connection with such initial businesscombinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder votefor business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing ourinitial business combination. Our amended and restated certificate of incorporation will require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemptionrights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will,like many blank check companies, offer to redeem public 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 businesscombination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capitalstock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors or any of theirrespective affiliates in privately negotiated transactions (as described in the initial public offering (“IPO”) prospectus)), if any, could result in the approval of our initial business combination even if a majority of our publicstockholders 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 willhave no effect on the approval of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall be taken toapprove our initial business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. 

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting inconcert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”), will be restricted from redeeming more than an aggregate of 15% of the shares sold in the IPO,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 

 
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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 businesscombination, 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 wecomplete the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at aloss. 

If we seek stockholder approval in connection with our initial business combination, our initial stockholders, officers, directorsand advisors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. In addition, the anchor investors and GuggenheimSecurities, LLC will agree to vote all of the founder shares they own in favor of an initial business combination. As a result, in addition to our initial stockholders’, anchor investors’ and Guggenheim Securities, LLC’s foundershares, we would need 6,468,750, or 37.5% of the 17,250,000 public shares sold in the IPO to be voted in favor of our initial business combination (assuming all issued and outstanding shares are voted and the option to purchase additional units isnot exercised), in order to have such initial business combination approved. Since our anchor investors purchased almost all of the units that they collectively expressed an interest in purchasing in the IPO and assuming they vote their publicshares in favor of our initial business combination, no affirmative votes from other public stockholders would be required to approve our initial business combination. However, because our anchor investors are not obligated to continue owning anypublic shares following the IPO and are not obligated to vote any of their public shares in favor of our initial business combination, we cannot assure you that any of these anchor investors will be stockholders at the time our stockholders vote onour initial business combination and, if they are stockholders, we cannot assure you as to how such anchor investors will vote on any business combination. Additionally, each public stockholder may elect to redeem its public shares without votingand, if they do vote, irrespective of whether they vote for or against the proposed transaction. 

Pursuant to our amended and restatedcertificate of incorporation, if we have not completed our initial business combination within the completion window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but notmore 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 (which interestshall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders(including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board ofdirectors, 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 initial stockholders, officers, directors, advisors, and GuggenheimSecurities, LLC 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 ourinitial business combination within the completion window. However, if our sponsor or any of our officers, directors, advisors or any of their respective affiliates acquires public shares after the IPO, they will be entitled to liquidatingdistributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the completion window. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to shareratably 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 othersubscription 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 amounton deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), upon the completion of our initial business combination, subject to thelimitations described herein. 

 
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***Founder Shares***

The founder shares are identical to the shares of common stock included in the units, except that: (1) our initial stockholders,officers, directors, advisors and Guggenheim have entered, into a letter agreement with us, pursuant to which they have agreed to waive: (a) their redemption rights with respect to any founder shares and any public shares held by them inconnection with our initial business combination, (b) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restatedcertificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial businesscombination within the completion window or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity; and (c) their rightsto 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 the completion window (although they will be entitled to liquidating distributionsfrom the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the completion window); (2) the founder shares are subject to certain transfer restrictions, as described herein;(3) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination on a one-for-onebasis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (4) the holders of founder shares are entitled to registration rights. If we submit our initial business combination to our public stockholders fora vote, our initial stockholders, officers, directors and advisors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination.In addition, our anchor investors and Guggenheim have agreed to vote all of the founder shares owned by them in favor of our initial business combination. 

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initialbusiness combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linkedsecurities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A commonstock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares ofClass A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stockoutstanding plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection withour initial business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. 

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

***Preferred Stock***

Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferredstock may be issued from time to time in one or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and anyqualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors are able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect thevoting power and other rights of the holders of the common stock and could 

 
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have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change ofcontrol of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.

***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 the IPO and 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder mayexercise 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 issued upon separation of the units and onlywhole warrants are traded. 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 commonstock 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 of 1933, as amended, (the “Securities Act”) covering the issuance of theshares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to our satisfying our obligations described below withrespect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise isregistered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to awarrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of aunit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. 

We are not registering the shares of Class A common stock issuable upon exercise of the public warrants at this time. However, we haveagreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days followingour initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the public warrants and to maintain a current prospectus relating tothose shares of Class A common stock until the public warrants expire or the public warrants are redeemed as specified in the public warrant agreement. Notwithstanding the above, if our Class A common stock is at the time of any exerciseof a public warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants whoexercise their public 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 (x) not be required to file or maintain in effect a registrationstatement, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the public warrants and (y) use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws tothe extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the public warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) theproduct of the number of shares of Class A common stock underlying the public warrants, multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the public warrants by (y) the “fairmarket value.” The “fair market value” as used in this paragraph shall mean the volume-weighted average last reported sale price of the shares of Class A common stock for the ten trading day period ending on the trading day priorto the date that notice of exercise is received by the warrant agent from the holder of such public warrants or its securities broker or intermediary. 

 
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We have agreed that any action, proceeding or claim against us arising out of or relating inany way to the warrant agreement will be brought and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of theUnited States, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. However, the enforceability of similar exclusive forum provisions (including exclusive forumprovisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act or the Exchange Act) in other companies’ organizational documents has been challenged in legal proceeds, and there is uncertainty as towhether courts would enforce the exclusive forum provisions in our warrant agreement. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the SecuritiesAct, Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall bedeemed to have notice of and to have consented to the forum provisions in our warrant agreement. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. 

***Redemption of Warrants for Cash.*** Once the warrants become exercisable, we may call the warrants for redemption: 

 
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in whole and not in part; 

 
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at a price of  $0.01 per warrant; 

 
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upon a minimum of 30 days’ prior written notice of redemption, or the30-day redemption period, to each warrant holder; and 

 
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if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (asadjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which wesend the notice of redemption to the warrant holders. 

If and when the warrants become redeemable by us, we may exerciseour 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 $18.00 per share (as adjusted) redemption criteria discussed above to prevent a redemption call unless there is at thetime of the call a significant premium to the public warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the public warrants, each public warrant holder will be entitled to exercise its publicwarrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless basis” basis and would require the exercising public warrant holder to pay the exercise price for each public warrant being exercised.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 public warrant exerciseprice after the redemption notice is issued. 

***Redemption Procedures and Cashless Exercise.*** A holder of a public warrant maynotify 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 public warrant, to the extent that after giving effect to such exercise, such person (together with suchperson’s affiliates), would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock 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 dividendpayable 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 public warrant will be increased in proportion to such increase in the outstanding shares of Class Acommon stock. A rights offering to all or substantially all holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair 

 
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market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (1) the number of shares of Class A common stock actually sold insuch 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 (2) one minus the quotient of (x) the price per share ofClass A common stock paid in such rights offering divided by (y) the “historical fair market value.” For these purposes, if the rights offering is for securities convertible into or exercisable for Class A common stock, indetermining 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. For purposes of this paragraph, the“historical fair market value” means the volume-weighted average price of the shares of Class A common stock during the ten trading day period ending on the trading day prior to the first date on which the shares of Class Acommon stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. Notwithstanding anything to the contrary, no shares of Class A common stock shall be issued at less than their parvalue. 

In addition, if we, at any time while the public warrants are outstanding and unexpired, pay to all or substantially all of theholders of Class A common stock 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 intowhich the public 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 initialbusiness combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (I) to modify the substance ortiming of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination within the completion window or(II) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public sharesupon our failure to complete our initial business combination, then the public 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 anysecurities or other assets paid on each share of Class A common stock in respect of such event. 

If the number of outstanding sharesof 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 public warrant will be decreased in proportion to such decrease in outstanding shares of Class A commonstock. 

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

In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes inconnection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equityproceeds, 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 (ii) the Market Value is below $9.20 per share ofClass A common stock, then the exercise price of the public warrants will be adjusted 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 prices. 

In case of any reclassification or reorganization of the issued and outstanding shares of Class A common stock (other than thosedescribed 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 entity or conversion of the Company into another type of entity (other than amerger or consolidation in which we are the continuing entity 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 corporationor entity of the assets or other property of us as an entirety or 

 
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substantially as an entirety in connection with which we are dissolved, the holders of the public warrants will thereafter have the right to purchase and receive, upon the basis and upon theterms and conditions specified in the public 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 ofstock 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 public warrants would havereceived if such holder had exercised their public warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon suchmerger or consolidation, then the kind and amount of securities, cash or other assets for which each public warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in suchmerger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer shall have been made to and accepted by us (other than a tender, exchange or redemption offer made by us in connection with redemptionrights held by our stockholders as provided for in our amended and restated certificate of incorporation or as a result of the redemption of the shares of Class A common stock by us if a proposed initial business combination is presented to ourstockholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) underthe Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of whichany such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) securities representing more than 50% of the aggregate voting power, including the power tovote on the election of our directors, of our issued and outstanding equity securities, and (for the avoidance of doubt) such tender offer results in a change of control of us, the holder of a public warrant shall be entitled to receive as thealternative issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such public warrant holder had exercised the public warrant prior to the expiration of suchtender or exchange offer, accepted such offer and all of the shares of Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tenderor exchange offer) as nearly equivalent as possible to the adjustments provided for in the public warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction ispayable 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 establishedover-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the public warrant properlyexercises the public warrant within 30 days following public disclosure of such transaction, the public warrant exercise price will be reduced as specified in the public warrant agreement based on the per share consideration minus Black-ScholesWarrant Value (as defined in the public warrant agreement) of the public warrant. The purpose of such exercise price reduction is to provide additional value to holders of the public warrants when an extraordinary transaction occurs during theexercise period of the public warrants pursuant to which the holders of the public warrants otherwise do not receive the full potential value of the public warrants. 

The warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, aswarrant agent, and us. The warrant agreement has been filed as an exhibit to the IPO registration statement and contains the description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the public warrantsand the public warrant agreement as set forth in the IPO, (ii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the warrant agreement may deem necessary ordesirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants and (iii) providing for the delivery of an “alternative issuance” (as defined in the public warrant agreement); provided,however, that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any other modification or amendment, including any modification or amendment to increase the exercise price of the public warrantsor shorten the exercise period. The public warrant agreement provides that we may not increase the number of shares of Class A common stock issuable upon exercise of the public warrants, extend the duration of the exercise period of the publicwarrants or otherwise make the terms of the public warrants more favorable to the public warrant holders without taking the same action with respect to the private placement warrants. 

 
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The public warrant holders do not have the rights or privileges of holders of Class Acommon stock and any voting rights until they exercise their public warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the public warrants, each holder will beentitled to one vote for each share held of record on all matters to be voted on by stockholders. 

No fractional public warrants will beissued upon separation of the units and only whole public warrants will trade. 

***Private Placement Warrants***

Except as described below and in the private warrant agreement, the private placement warrants are identical to the public warrants. Withrespect to the private placement warrants: (1) they will not be redeemable by us; (2) they (including the Class A common stock issuable upon exercise of these warrants) may not be transferred, assigned or sold by our sponsor until 30days after the completion of our initial business combination (except, among other limited exceptions as described under “Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers, directorsand advisors and other persons or entities affiliated with our sponsor); (3) they may be exercised by the holders on a cashless basis as described below; and (4) the holders thereof (including with respect to the shares of Class A commonstock issuable upon exercise of these warrants) are entitled to registration rights. 

If holders of the private placement warrants electto exercise them on a cashless basis, they would pay the exercise price by surrendering 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 ofClass A common stock underlying the warrants, multiplied by the excess of the “sponsor fair market value” (as defined below) of the Class A common stock over the exercise price of the private placement warrants by (y) the“sponsor fair market value.” For purposes of this paragraph, the “sponsor fair market value” shall mean the volume-weighted average last reported sale price of the Class A common stock for the ten trading days ending on thethird trading day prior to the date on which the notice of exercise of the private placement warrants is sent to the warrant agent. 

Inorder to finance transaction costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. If we completeour initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outsidethe trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of thelender. The warrants would be identical to the private placement warrants issued to our sponsor. 

The private warrant agreement providesthat we may not increase the number of shares of Class A common stock issuable upon exercise of the private placement warrants, extend the duration of the exercise period of the private placement warrants or otherwise make the terms of theprivate placement warrants more favorable to the private placement warrant holders without taking the same action with respect to the public warrants. You should review a copy of the private warrant agreement, which will be filed as an exhibit tothe registration statement, for a complete description of the terms and conditions applicable to the private placement warrants. 

***Dividends***

Wehave not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues andearnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board ofdirectors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends maybe 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 haveagreed 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 liabilities, including judgments, costsand reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity. 

***Our Amended and Restated Certificate of Incorporation***

Our amended and restated certificate of incorporation contains certain requirements and restrictions from the time of the IPO that will applyto us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Our initial stockholders, may participate in any vote to amendour amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stockexchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders. Specifically, our amended and restated certificate of incorporationwill provide, among other things, that: 

 
 • 
if we have not completed our initial business combination within the completion window, we will: (1) ceaseall operations except for the purpose of winding up; (2) as promptly as reasonably possible but not 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 (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding publicshares, 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 (3) as promptly as reasonablypossible 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 therequirements of other applicable law; 

 
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prior to our initial business combination, we may not issue additional shares of capital stock that would entitlethe holders thereof to: (1) receive funds from the trust account; or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination; 

 
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although we do not currently intend to enter into a business combination with a target business that isaffiliated with our sponsor, its members, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion froman independent investment banking firm or from an independent accounting firm that such a business combination is fair to our company from a financial point of view; 

 
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if a stockholder vote on our initial business combination is not required by applicable law or stock exchangerules and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will filetender 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 underRegulation 14A of the Exchange Act; 

 
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our initial business combination must be with one or more operating businesses or assets with a fair market valueequal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount); 

 
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if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) tomodify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window or(B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeemall or a portion of their public shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall benet of taxes payable), divided by the number of then outstanding public shares; and 

 
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we will not effectuate our initial business combination solely with another blank check company or a similarcompany with nominal operations. 

In addition, our amended and restated certificate of incorporation provides that underno circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangibleasset or cash requirement which may be contained in the agreement relating to our initial business combination. 

***CertainAnti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws***

We have elected tobe exempt from the restrictions imposed under Section 203 of the DGCL. However, our certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interestedstockholder” for a three-year period following the time that such stockholder becomes an interested stockholder unless: 

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

 
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upon consummation of the transaction which resulted in the stockholder becoming an “interestedstockholder,” the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain shares); or 

 
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on or subsequent to such time, the business combination is approved by the Board and authorized at an annual orspecial meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. 

Generally, a “business combination” includes a merger, asset or stock sale to the interested stockholder. Subject to certainexceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. 

Under some circumstances, this provision will make it more difficult for a person who is an interested stockholder to effect various businesscombinations with us for a three-year period. 

Our amended and restated certificate of incorporation provides that our sponsor and itsvarious affiliates, successors and transferees will not be deemed to be “interested stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision. 

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

 
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***Exclusive Forum For Certain Lawsuits***

Our amended and restated certificate of incorporation will require that, unless we consent in writing to the selection of an alternativeforum, the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee to usor our stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or bylaws, or (d) any action asserting a claim against us or any of our directors,officers or employees governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, except for, as to each of (a) through (d) above, any claim (i) as to which the Court of Chancery determines that thereis 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), (ii) which isvested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter jurisdiction or (iv) any action arising under the Securities Act, as to which thefederal district courts are the exclusive forum. Notwithstanding the foregoing, these provisions will 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 haveexclusive jurisdiction. Although we believe this forum 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 isunenforceable, 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 securitieslaws and the rules and regulations thereunder. If any action, the subject matter of which is within the scope of the forum provisions of our amended and restated certificate of incorporation, is filed in a court other than a court of the State ofDelaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection withany action brought in such court to enforce the forum provisions (an “enforcement action”), and (ii) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counselin the foreign action as agent for such stockholder. 

Our amended and restated certificate of incorporation does not purport to requiresuits brought to enforce a duty or liability created by the Exchange Act to be brought in the Court of Chancery of the State of Delaware or another court of the State of Delaware. Section 27 of the Exchange Act creates exclusive federaljurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over allsuits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation will provide that, unless we consent in writing to theselection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Accordingly, there isuncertainty as to whether a court would enforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and 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 chiefexecutive officer or by our chairman, if any. 

***Advance Notice Requirements for Stockholder Proposals and Director Nominations***

Our bylaws provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates forelection as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have tocomply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the firstanniversary 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 noticeperiods contained therein. Our bylaws also specify requirements as to the 

 
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form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which mayhave the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to electthe acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us. 

***Action by Written Consent***

Any action required or permitted to be taken by our stockholders must be effected by a duly called annual or special meeting ofsuch 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 will initially be divided into three classes, Class I, Class II and Class III, with members of eachclass serving staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferredstock, 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 votegenerally 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 directorsthen in office. 

***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 theholders 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 amended and restated certificate of incorporation, whether by merger, consolidationor 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 anymeeting 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 outstandingClass 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 17,250,000 shares of Class A common stock outstanding. All of these shares are freely tradable without restriction or furtherregistration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 4,312,500 Class B founder shares and all 5,725,000 private placement warrantsare restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth in the IPO prospectus. 

***Rule 144***

Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would beentitled to sell their securities provided that: (1) 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 (2) we are subject to the Exchange Act periodicreporting 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 thesale. 

 
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Persons who have beneficially owned restricted shares of our common stock or warrants for atleast 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 anumber of securities that does not exceed the greater of: 

 
 • 
1% of the total number of shares of Class A common stock then outstanding, which will equal 172,500 shares;or 

 
 • 
the average weekly reported trading volume of the common stock during the four calendar weeks preceding thefiling of a notice on Form 144 with respect to the sale. 

Sales by our affiliates under Rule 144 are also limited bymanner of sale provisions and notice requirements and to the availability of current public information about us. 

***Restrictions onthe Use of Rule 144 by Shell Companies or Former Shell Companies***

Rule 144 is not available for the resale of securities initiallyissued by shell companies (other than a 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 followingconditions are met: 

 
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;

 
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the ExchangeAct; 

 
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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 Current Reports on Form 8-K; and 

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

As a result, our sponsor will be able to sell itsfounder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination. 

***Registration Rights***

The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (andany shares of common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to aregistration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up tothree demands, excluding short form registration 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 completionof our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statement.

Notwithstanding anything to the contrary, Guggenheim Securities, LLC may only make a demand on one occasion and only during the five-yearperiod beginning on the effective date of the registration statement. In addition, Guggenheim Securities, LLC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of theregistration statement. 

 
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***Listing of Securities***

We have listed our units, Class A common stock and warrants on the NYSE under the symbols “TCOA.U,” “TCOA” and“TCOA WS,” respectively. The common stock and warrants constituting the units began separate trading on January 31, 2022. 

 

 
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**