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**Exhibit 4.5**

**DESCRIPTION OF SECURITIES**

10X Capital Venture Acquisition Corp. III is a Cayman Islands exempted company and our affairs are governed by our amended and restatedmemorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which was adopted on January 11, 2022, we were authorized to issue550,000,000 ordinary shares, $0.0001 par value each, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizescertain terms of our capital stock as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you. 

**Units**

**Public Units**

Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-halfof one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise itswarrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holdsone-half of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant, such wholewarrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants commenced separate trading on March 4, 2022, and holders have the option to continue to hold units orseparate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued uponseparation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. 

**Private Placement Units**

The privateplacement units (including the private placement warrants or private placement shares issuable upon exercise of such warrants) is not transferable, assignable or salable until 30 days after the completion of our initial business combination.Otherwise, the private placement units are identical to the units sold in the initial public offering (“IPO”) except that the private placement warrants is entitled to registration rights. Cantor Fitzgerald & Co.(“Cantor”) has the right to exercise private placement warrants until, and shall forfeit to us for cancellation any private placement warrants held by it on the date that is five years after the effective date of the registration statementon Form S-1 (File No. 333-253868) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) onMarch 4, 2021, as amended (the “Registration Statement”), in accordance with FINRA Rule 5110(g)(8)(A). The private placement units held by Cantor or its affiliates will be subject to compliance with thelock-up and resale registration requirements imposed by FINRA Rule 5110(e) and (g)(8). 

In orderto finance transaction costs in connection with an intended initial business combination, our sponsor, 10X Capital SPAC Sponsor II LLC (“Sponsor”), or an affiliate of our Sponsor or certain of our officers and directors may, but are notobligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to theprivate placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by our Sponsor or its affiliates, or our officers and directors, if any, have not beendetermined and no written agreements exist with respect to such loans. 

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

Prior to the date of the prospectus, there were 10,005,000 Class B ordinary shares outstanding, all of which were held of record by ourinitial shareholders, so that our initial shareholders own 25% of our issued and outstanding shares after the IPO. 5,000 founder shares were forfeited by our initial shareholders due to the partial exercise of the underwriters’ over-allotmentoption. Upon the closing of the IPO, 35,894,500 of our ordinary shares were outstanding including: 

 
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26,100,000 Class A ordinary shares underlying units issued as part of the IPO; 

 
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1,094,500 Class A ordinary shares underlying the private placement units; and 

 
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8,700,000 Class B ordinary shares held by our initial shareholders. 

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders ofClass 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 restated memorandumand articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on byour shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant toour 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 board ofdirectors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with theresult that the holders of more than 50% of the shares voted for the appointment of directors can elect all of the directors. However, only holders of Class B ordinary shares have the right to appoint directors in any election held prior to orin connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares do not have the right to appoint any directors until after the completion of our initial business combination. In addition,only holders of Class B ordinary shares have the right to vote on continuing the company in a jurisdiction outside the Cayman Islands, including any special resolution required to amend the constitutional documents of the Company or to adoptnew constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands. The provisions of our amended and restated memorandum and articles ofassociation governing the appointment or removal of directors prior to our initial business combination and our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a specialresolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinaryshares. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. 

Because our amended and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinaryshares, 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 Class A ordinary shares which we are authorized to issue at the same time as ourshareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being elected in eachyear and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. 

Inaccordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on NYSE. There is no requirement under the Companies Act for usto hold annual or extraordinary general meetings or elect directors. We may not hold an annual general meeting to elect new directors prior to the consummation of our initial business combination. 

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of ourinitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of ourinitial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations

described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shareswill not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial shareholders, Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive theirredemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxysolicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder voteis not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offerrules of the 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 require these tender offer documents to contain substantially thesame financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtainshareholder approval for business or other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offerrules. If we seek shareholder approval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders whoattend and vote at a general meeting of the company. However, the participation of our Sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial businesscombination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution,non-votes 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 require that at least five days’notice will be given of any general meeting. 

If we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other personwith 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 Excess Shares without our prior consent. However, we wouldnot be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence overour ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemptiondistributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required tosell their shares in open market transactions, potentially at a loss. 

If we seek shareholder approval in connection with our initialbusiness combination, our initial shareholders, Sponsor, officers and directors have agreed to vote any founder shares and any public shares purchased after the IPO in favor of our initial business combination. As a result, in addition to ourinitial shareholders’ founder shares and private placement shares, we would need 8,424,751, or 32.28% of the 26,100,000 public shares sold in the IPO to be voted in favor of an initial business combination in order to have our initial businesscombination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Assuming that only one-third of our issued and outstanding ordinary shares, representing aquorum under our amended and restated memorandum and articles of association, are voted, we will not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to have an initialbusiness combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date forthe general meeting held to approve the proposed transaction. 

Pursuant to our amended and restated memorandum and articles of association, if we areunable to complete our initial business combination by January 14, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter,redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (whichinterest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public 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 each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders have entered into agreements with us, pursuant to which they haveagreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination by January 14, 2023. However, if our initial shareholders ormanagement team acquire public shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribedtime period. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders areentitled 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 nopreemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share priceequal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon thecompletion of our initial business combination, subject to the limitations described herein. 

**Founder Shares**

The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinaryshares included in the units being sold in the IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in moredetail below, (ii) the founder shares are entitled to registration rights, (iii) only holders of founder shares have the right to vote on continuing the company in a jurisdiction outside the Cayman Islands (including any special resolutionrequired to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the CaymanIslands), (iv) our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public sharesthey hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendmentto our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination by January 14, 2023 or withrespect to any other provisions relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account withrespect to any founder shares they hold if we fail to complete our initial business combination by January 14, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to ouramended and restated memorandum and articles of association, 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 combinationwithin such time period, (v) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on aone-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and articles of association; and (vi) only holders ofClass B ordinary shares will have the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination. If we submit our initial business combination to our public shareholdersfor a vote, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of our initial business combination. 

The founder shares will automatically convert into Class A ordinary shares at the timeof the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations,recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial businesscombination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of Class A ordinaryshares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the private placement units), including the totalnumber of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initialbusiness combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination andany private placement units issued to our sponsor, officers or directors upon conversion of working capital loans, *provided that* such conversion of founder shares will never occur on a less than one-for-one basis. 

With certain limited exceptions, the founder shares are not transferable,assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the consummation of our initial business combination. Up to1,305,000 founder shares will be forfeited by our initial shareholders depending on the exercise of the over-allotment option. 

**Register of Members**

Under Cayman Islands law, we must keep a register of members and there will be entered therein: 

 
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the names and addresses of the members, a statement of the shares held by each member, and of the amount paid oragreed to be considered as paid, on the shares of each member and the voting rights of the shares of each member; 

 
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whether voting rights are attached to the shares in issue; 

 
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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. 

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register ofmembers will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its namein the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members will be updated, the shareholders recorded in the registerof members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of membersreflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legalposition. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a CaymanIslands court. 

**Preference Shares**

Our amended and restated memorandum and articles of association authorize 1,000,000 preference shares and provide that preference shares may beissued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without 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 existing management. We have no preference shares 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 in thefuture. No preference shares were issued or registered in the IPO. 

**Warrants**

**Public Shareholders’ Warrants**

Eachwhole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial businesscombination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permitholders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state ofresidence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. Nofractional warrants were issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years afterthe completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 

We willnot be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class Aordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not beobligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state ofresidence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant andsuch warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing suchwarrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. 

We areregistering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within oneyear of the IPO. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of theSecurities Act following the consummation of our initial business combination under the terms of the warrant agreement, we have agreed, that as soon as practicable, but in no event later than 15 business days after the closing of our initialbusiness combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable uponexercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to theClass A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable uponexercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when wewill have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class Aordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at ouroption, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintainin effect a registration statement, and in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 

***Redemption of warrants for cash***

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

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

 
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if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted forshare splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of our initialbusiness combination as described in the registration statement filed with the SEC in connection with the IPO) for any 20 trading days within a 30-trading day period ending three business days before we sendto the notice of redemption to the warrant holders. 

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

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

***Redemption procedures and cashlessexercise***

If we call the warrants for redemption as described above, our management will have the option to require any holder thatwishes to exercise his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, ourcash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management takes advantage ofthis option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinaryshares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” will meanthe average closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of thisoption, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring acashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of thewarrants after our initial business combination. 

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

If the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, orby a split-up of ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up or similar event, the number of Class Aordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at aprice less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class 

A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class Aordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible intoor exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exerciseor conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class Aordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 

Inaddition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares(or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connectionwith a proposed initial business combination, or (d) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediatelyafter the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event. 

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

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

In addition, if (x) we issue additional Class A ordinary shares orequity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price oreffective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders orsuch affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the fundingof our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period startingon the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or thatsolely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that doesnot result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially asan entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class Aordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon suchreclassification, reorganization, merger or 

consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to suchevent. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a nationalsecurities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if theregistered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes WarrantValue of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of thewarrants otherwise do not receive the full potential value of the warrants. 

The warrants are be issued in registered form under a warrantagreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct anydefective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding warrants, and, solely with respect to any amendment to the terms of warrants we mayissue in connection with our initial business combination, or post-IPO warrants, at least 50% of the then outstanding post-IPO warrants. You should review a copy of thewarrant agreement, which is filed as Exhibit 4.4 to this Annual Report on Form 10-K, for a complete description of the terms and conditions applicable to the warrants. 

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrantagent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payableto us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After theissuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. 

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive afractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. 

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

***Private Placement Warrants***

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) are nottransferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasers ofthe private placement units). The private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO. 

**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 a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capitalrequirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incurany indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 

**Our Transfer Agent and Warrant Agent**

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

**Certain Differences in Corporate Law**

Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Lawstatutory 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 Act applicable to us and the lawsapplicable to companies incorporated in the United States and their shareholders. 

*Mergers and Similar Arrangements.*In certaincircumstances, the Companies Act 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). 

Where the merger or consolidation is between two Cayman Islands companies, the directors of each company mustapprove a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 2/3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any,as may be specified in such constituent company’s articles of association. 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 subsidiarycompany) and its subsidiary company. The consent of each holder of a fixed 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 satisfiedthat the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation. 

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, thedirectors 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 ispermitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have beenor will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that noreceiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or othersimilar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted. 

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further requiredto 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 they fall 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 ofany security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved inaccordance 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; (iii) that the foreign company will, upon themerger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit themerger or consolidation. 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-fourths in value of each suchclass of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequentlythe terms of the arrangement 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 toapprove the arrangement if it satisfies itself that: 

 
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we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisionsas to majority vote have been complied with; 

 
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the shareholders have been fairly represented at the general meeting in question; 

 
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the arrangement is such as a businessman 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 Companies Actor that would amount to a “fraud on the minority.” 

If a scheme of arrangement or takeover offer (as describedbelow) is approved, 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 todissenting shareholders of United States corporations. 

*Squeeze-out Provisions.*When atakeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period, require the holders of the remaining sharesto transfer such shares on the terms 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 theshareholders. 

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

*Shareholders’ Suits.*Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class actionhaving been brought in a Cayman Islands court. 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 anyclaim based on a breach of duty owed to us, 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 alllikelihood be of persuasive authority and be 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 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 shareholder have been infringed or are about tobe infringed. 

*Enforcement of Civil Liabilities.*The Cayman Islands has a different body ofsecurities laws as compared 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 Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely(i) to recognize or enforce against us 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 theCayman Islands, to impose liabilities against 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 thosecircumstances, although there is no statutory 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 competentjurisdiction without retrial on the merits based 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 aforeign judgment to be enforced in the Cayman 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 samematter, impeachable on the grounds of fraud 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 tobe contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. 

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fairvalue of his 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 his written objection to the merger or consolidation to theconstituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following thedate 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 20 days following receipt of such noticefrom the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of theexpiration 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 surviving company or the consolidated company mustmake a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following 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 day period expires, the company (and any dissentingshareholder) 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 dissenting shareholders with whom agreements as to the fair value oftheir 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, if any, to be paid by the company upon the amount determinedto 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 notavailable 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 quotation system at the relevant date or where theconsideration 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 or amalgamation of companies in certaincircumstances, 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 of arrangement” which may be tantamountto 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 to consummate a merger in the United States). 

*Special Considerations for Exempted Companies.*We are an exempted company withlimited liability under the Companies Act. The Companies Act 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 Islandsmay apply to be registered as an exempted company. 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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an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

 
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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 20 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 the CaymanIslands; 

 
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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. 

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares ofthe company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

**Amended and Restated Memorandum and Articles of Association**

The Business Combination Article of our amended and restated memorandum and articles of association contains provisions designed to providecertain rights and protections relating to the IPO 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 isdeemed to be a special resolution where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’sshareholders at a general meeting 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 writtenresolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of ourshareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. 

Our initial shareholders, who collectively beneficially own 25% of our ordinary shares upon the closing of the IPO not including theClass A ordinary shares underlying the private placement units), may 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 they choose. Specifically,our amended and restated memorandum and articles of association provide, among other things, that: 

 
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If we are unable to complete our initial business combination by January 14, 2023, we will (i) ceaseall operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), dividedby the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly asreasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands lawto provide for claims of creditors and in all cases subject to the requirements of other applicable law; 

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Prior to our initial business combination, we may not issue additional securities that would entitle the holdersthereof to (i) receive funds from the trust account or (ii) vote on our initial business combination; 

 
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Although we do not intend to enter into a business combination with a target business that is affiliated with ourSponsor, 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 a valuation or appraisal firm that such a business combination 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 law and we do not decide to hold ashareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SECprior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;

 
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We must complete one or more business combinations having an aggregate fair market value of at least 80% of theassets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to 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 tomodify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by January 14, 2023, or withrespect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or aportion of their Class A ordinary 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 interestshall be net of taxes payable), divided by the number of 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. 

 
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Our amended and restated memorandum and articles of association provide that unless we consent in writing to theselection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise relatedin any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any ofour current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association,or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive jurisdictionof the courts of the Cayman Islands over all such claims or disputes. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholdersacknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies ofinjunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. The forum selection provision in our amended and restated memorandum and articlesof association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States of America are, as a matter of the laws ofthe United States of America, the sole and exclusive forum for determination of such a claim. 

In addition, our amended and restated memorandum and articles of association provide thatunder no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances orother indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the IPO, in order to, among other reasons, satisfy suchnet tangible assets requirement. 

The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum andarticles of association with the approval of a special resolution. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any CaymanIslands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating to our proposedoffering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding 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 public shares. 

**Anti-Money Laundering — Cayman Islands**

If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person isengaged in criminal conduct or money-laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or othertrade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (As Revised) of the CaymanIslands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, ifthe disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

**Securities Eligible for Future Sale**

Immediately upon the closing of the IPO, we had 41,153,000 ordinary shares outstanding. Of these shares, the Class A ordinary shares soldin the IPO 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 Rule 144 under the Securities Act. All of theoutstanding founder shares and all of the outstanding 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 personwho has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during thethree months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act duringthe 12 months (or such shorter period as we were required to file reports) preceding the sale. 

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

 
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1% of the total number of ordinary shares then outstanding, which equal 411,530 shares immediately after the IPO;or 

 
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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 by manner of sale provisions andnotice requirements and to the availability of current public information about us. 

**Restrictions on the Use of Rule 144 by Shell Companies or FormerShell Companies**

Rule 144 is not available for the resale of securities initially issued by shell companies (other than businesscombination 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 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 

 
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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 tosell their founder shares and private placement units, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination. 

**Registration Rights**

The holders of the(i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) private placement units, which were issued in a private placement simultaneously with the closing of the IPO, private placement shares andprivate placement warrants and the Class A ordinary shares underlying such private placement warrants and (iii) private placement units that may be issued upon conversion of working capital loans have registration rights to require us toregister a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. Pursuant to the registration rights agreement and assuming $1,500,000 of working capitalloans are converted into private placement units, we are obligated to register up to 11,729,500 Class A ordinary shares and 651,500 warrants. The number of Class A ordinary shares includes (i) 10,000,000 Class A ordinary shares to beissued upon conversion of the founder shares, (ii) 1,729,500 Class A ordinary shares underlying the private placement units and (iii) 225,000 Class A ordinary shares underlying the private placement units issued upon conversion of the workingcapital loans. The number of warrants includes 576,500 private placement warrants and 75,000 private placement warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands,excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial businesscombination. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five (5) and seven (7) years, respectively, after the effective date of the registration statement and maynot exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements. 

**Listing of Securities**

Our units,Class A ordinary shares and warrants are listed on NYSE under the symbols “VCXB.U,” “VCXB” and “VCXB WS,” respectively.