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**Exhibit 4.4**

**DESCRIPTION OF SECURITIES**

We are aCayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articlesof association, we are authorized to issue 400,000,000 Class A ordinary shares and 10,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizes certain terms ofour shares as set out more particularly in our amended and restated memorandum and articles of association. 

**Ordinary shares**

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holdersof Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restatedmemorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such mattervoted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted,and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders of our founder shares will have the rightto vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority ofour founder shares may remove a member of the board of directors for any reason. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial businesscombination may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. 

Because our amended and restated memorandum and articles of association authorizes the issuance of up to 400,000,000 Class A ordinary shares, if we wereto enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on thebusiness combination to the extent we seek shareholder approval in connection with our initial business combination. 

In accordance with the NYSE’scorporate governance requirements, we are not required to hold a general meeting until one year after our first fiscal year end following our listing on the NYSE. As an exempted company, there is no requirement under the Companies Law for us to holdannual or extraordinary general meetings to appoint directors. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the consummation of our initial business combination. Prior to the completion of an initialbusiness combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. 

We willprovide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously releasedto us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per shareamount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights may include the requirement that a beneficial owner mustidentify itself in order to valid redeem its shares. 
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Our sponsor and our management team have entered into an agreement with us, pursuant to which they haveagreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our initial public offering in connection with (i) the completion of our initial business combination and (ii) ashareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to havetheir shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) withrespect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. If a shareholder vote is not required by applicable law orstock exchange rule and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules ofthe SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association will require these tender offer documents to contain substantially the samefinancial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchangerule, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tenderoffer rules. If we seek shareholder approval, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even ifa majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination unless restricted by applicable NYSE rules. For purposes of seeking approval of the majority of our issued and outstandingordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association will require thatat least ten days’ notice will be given of any general meeting. 

If we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of suchshareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to those shares owned inexcess of 15% of our public shares (“Excess Shares”), without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial businesscombination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sellsuch Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue tohold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss. 

If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under CaymanIslands law, which requires the affirmative vote of a simple majority of the shares voted at a general meeting of the company. In such case, our sponsor and each member of our management team have agreed to vote their founder shares, privateplacement shares and public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we wouldneed 36.0% of the public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. The other members of our management team are subject to the samearrangements with respect to any public shares acquired by them in or after our initial public offering. Additionally, each public shareholder may appoint to redeem their public shares irrespective of whether they vote for or against the proposedtransaction or vote at all. 

Pursuant to our amended and restated memorandum and articles of association, if we do not consummate aninitial business combination within 24 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten businessdays thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trustaccount and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish publicshareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholdersand our board of directors, liquidate and dissolve, subject in each case of clause (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and eachmember of our management team have entered into an 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 they hold if we fail to consummatean initial business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to completeour initial business combination within 24 months from the closing of our initial public offering). 

In the event of a liquidation, dissolution or windingup of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any,having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with theopportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account andnot previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. 

**Founder shares**

The founder shares are designated asClass B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in our initial public offering, and holders of founder shares have the same shareholder rights as publicshareholders, except that: 

 
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prior to our initial business combination, only holders of our founder shares will have the right to vote on theappointment of directors; 

 
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the founder shares are subject to certain transfer restrictions, as described in more detail below;

 
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our sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to(i) waive their redemption rights with respect to any founder shares and public shares they hold, (ii) waive their redemption rights with respect to any founder shares and any public shares purchased during or after our initial publicoffering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class Aordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of ourinitial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity and (iii) waivetheir rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of our initialpublic offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of our initialpublic offering); 

 
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the founder shares will automatically convert into our Class A ordinary shares at the time of our initialbusiness combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and 

 
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the founder shares are entitled to registration rights. 

The founder shares will automatically convert into Class A ordinary shares immediately following theconsummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-convertedbasis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued orissuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinaryshares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor,members of our management team or any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one. 

Except as described herein, our sponsor and our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of(A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjustedfor share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing atleast 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right toexchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and our management team with respect to any founder shares, privateplacement warrants and Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if the closing price of ourClass A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lock-up.

Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member ofthe board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by our Class B ordinary shares. With respect to any other mattersubmitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, witheach share entitling the holder to one vote. 

**Private Placement Shares**

The private placement shares purchased by our sponsor in connection with our initial public offering are Class A ordinary shares, and are identical to thepublic shares, except that such shares (i) may not be redeemed by the holders thereof and will not participate in any liquidation of the trust account, (ii) are subject to the same transfer restrictions as the founder shares and(iii) have certain registration rights. 

**Register of members**

Under the Companies Law, we must keep a register of members and enter therein: 

 
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the names and addresses of the members of the company, a statement of the shares held by each member, which:

 
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distinguishes each share by its number (so long as the share has a number); 

 
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confirms the amount paid, or agreed to be considered as paid, on the shares of each member; confirms the numberand category of shares held by each member; and 

 
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confirms whether each relevant category of shares held by a member carries voting rights under the Articles,and if so, whether such voting rights are conditional; 

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

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

For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove directors, in respect of theirshares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances. 

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

**Preference shares**

Our amended and restated memorandum and articles of association authorizes 1,000,000 preference shares and provides that preference shares may beissued 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 any qualifications,limitations and restrictions thereof, applicable to the shares of each series. Our board of directors are able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power andother rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing achange of control of us or the removal of our management team. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so inthe future. 

**Dividends**

We have not paid any cashdividends on our ordinary shares 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 and earnings, if any,capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board ofdirectors at such time, and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in connection with a business combination,our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 

**Our transfer agent**

The transfer agent for our ordinary shares is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental StockTransfer & Trust Company in its role as transfer agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in thatcapacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity. 

**Certaindifferences in corporate law**

Cayman Islands companies are governed by the Companies Law. The Companies Law is modeled on English Law but does notfollow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Law applicable tous and the laws applicable to companies incorporated in the United States and their shareholders. 

*Mergers and similar arrangements.* In certaincircumstances, the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws ofthat other jurisdiction) so as to form a single surviving company. 

Where the merger or consolidation is between two Cayman Islands companies, the directors of each companymust approve and enter into a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by (a) a special resolution (usually a majority of two-thirds of the voting shares voted at a general meeting) of the shareholders of each company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles ofassociation. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of afixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Law (which includes certainother formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation. 

Where the merger orconsolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry,they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in whichthe foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding ororder made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of theforeign company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign companyare and continue to be suspended or restricted. 

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islandsexempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as theyfall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving orconsolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and(c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; and (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to beincorporated, registered or exist under the laws of the relevant foreign jurisdiction. The Registrar of Companies shall also be required to be satisfied that there is no other reason why it would be against the public interest to permit the mergeror consolidation. 

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

Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction oramalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme ofarrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required toconsummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourth invalue of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of thearrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve thearrangement if it satisfies itself that: 

 
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the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutoryprovisions as to duel majority vote have been complied with; 

 
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the shareholders have been fairly represented at the meeting in question; the arrangement is such as abusinessman would reasonably approve; and 

 
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the arrangement is not one that would more properly be sanctioned under some other provision of the CompaniesLaw or that would amount to a “fraud on the minority.” 

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

*Squeeze-out provisions.* When a tender offer is made andaccepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on theterms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders. 

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than thesestatutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements of an operating business. 

*Shareholders’ suits.* Walkers, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islandscourt. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed tous, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority andbe applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: 

 
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a company is acting, or proposing to act, illegally or ultra vires (beyond the scope of its authority);

 
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized bymore than the number of votes which have actually been obtained; or 

 
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those who control the company are perpetrating a “fraud on the minority.” 

A shareholder may have a direct right of action against us where the individual rights of that shareholderhave been infringed or are about to be infringed. 

*Enforcement of civil liabilities.* The Cayman Islands has a different body of securities laws ascompared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States. 

We have been advised by Walkers, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce againstus judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilitiesagainst us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is nostatutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the meritsbased on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in theCayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds offraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). ACayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. 

*Special considerations for exemptedcompanies.* We are an exempted company with limited liability (meaning our public shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies Law.The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exemptedcompany. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below: 

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

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

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

 
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an exempted company may issue shares with no par value; 

 
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakingsare usually given for 30 years in the first instance); 

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

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

 
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an exempted company may register as a segregated portfolio company. 

**Amended and restated memorandum and articles of association**

Our amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to our initialpublic offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolutionwhere it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of the shares voted at a generalmeeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of thecompany’s shareholders. Our amended and restated memorandum and articles of association provides that special resolutions must be approved either by at least two-thirds of shares voted at a generalmeeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. Further, our amended and restated memorandum and articles of association provides that aquorum at our general meetings will consist of one-third of the ordinary shares entitled to vote at such meeting and present in person or by proxy; provided that a quorum in connection with any meeting that isconvened to vote on a business combination or any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinaryshares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial publicoffering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity shall be a majority of the ordinaryshares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy. 

Our initial shareholders and their permitted transferees, if any, who will collectively beneficially ownapproximately 20% of our ordinary shares upon the closing of our initial public offering, will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner theychoose. Specifically, our amended and restated memorandum and articles of association provides, among other things, that: 

 
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if we do not consummate an initial business combination within 24 months from the closing of our initial publicoffering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at aper-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 payour income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate anddissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law; 

 
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prior to the completion of our initial business combination, we may not issue additional securities that wouldentitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or inconnection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond24 months from the closing of our initial public offering or (y) amend the foregoing provisions; 

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

 
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if a shareholder vote on our initial business combination is not required by applicable law or stock exchangerule and we do not decide to hold a shareholder 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 file tenderoffer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation14A of the Exchange Act; 

 
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our initial business combination must occur with one or more partner businesses that together have an aggregatefair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreementto enter into the initial business combination; 

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if our shareholders approve an amendment to our amended and restated memorandum and articles of association(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our publicshares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at aper-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 payour income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; 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 memorandum and articles of association provides that under nocircumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,000. 

The Companies Lawpermits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s articles of association may specify that the approval of a higher majority isrequired but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise.Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions asbinding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their publicshares. 

**Certain anti-takeover provisions of our amended and restated memorandum and articles of association**

Prior to the completion of our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member ofthe board of directors for any reason. 

Our authorized but unissued Class A ordinary shares and preference shares are available for future issuanceswithout shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreservedClass A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 

**Securities eligible for future sale**

The Class Aordinary shares sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule144 under the Securities Act. All of the outstanding founder shares and private placement shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. 

***Rule 144***

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

Persons who have beneficially owned restricted shares or warrants for at least six months but who are ouraffiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does notexceed the greater of: 

 
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1% of the total number of ordinary shares then outstanding; and 

 
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the average weekly reported trading volume of the Class A ordinary shares during the four calendar weekspreceding the filing 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 on the use of Rule144 by shell companies or former shell companies***

Rule 144 is not available for the resale of securities initially issued by shell companies (otherthan business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met: 

 
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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 theExchange Act; 

 
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, asapplicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and 

 
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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 initial shareholders will be able to sell theirfounder shares and our sponsor will be able to sell its private placement warrants, and the securities underlying the foregoing, 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 shares, Class A ordinary shares underlying the founder shares and Class A ordinary shares that may be issued upon conversion of working capital loans are entitled to registration rights pursuant to a registration rightsagreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect toregistration statements filed subsequent to our completion of our initial business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effectiveuntil termination of the applicable lock-up period, as described above. We will bear the expenses incurred in connection with the filing of any such registration statements. 

**Listing of securities**

The Class A ordinary sharesissued in our initial public offering are traded on the NYSE under the symbol “TWOA,” and commenced public trading on April 1, 2021.