Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES


 


The following description
of the securities of Golden Arrow Merger Corp. is a summary and does not purport to be complete. This summary is subject to and qualified
in its entirety by reference to the full text of our amended and restated certificate of incorporation and our bylaws, each of which is
incorporated by reference as an exhibit to the Annual Report on Form 10-K (the “Report”) of which this Exhibit 4.5 is a part.
We encourage you to read our certificate of incorporation, our bylaws, and the applicable provisions of the General Corporation law of
the State of Delaware for additional information.


 


In this document, unless
the context otherwise requires, references to:


 


		●	“amended and restated certificate of incorporation” are to our certificate of incorporation in effect as of the date
hereof;



 


		●	“common stock” are to our Class A common stock and our Class B common stock;



 


		●	“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable
for shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including
but not limited to a private placement of equity or debt;



 


		●	“founder shares” are to shares of our Class B common stock and, if and when applicable, the shares of our Class A
common stock issued upon the conversion thereof;



 


		●	“Golden Arrow,” “we,” “us,” “our” or the “company” are to Golden Arrow
Merger Corp., a Delaware corporation;



 


		●	“initial stockholders” are to our sponsor and the other holders of our founder shares prior to our initial public offering;



 


		●	“management” or our “management team” are to our officers and directors;



 


		●	“private placement warrants” are to the warrants issued in a private placement simultaneously with the closing of our
initial public offering;



 


		●	“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering
(whether they were purchased in our initial public offering or thereafter in the open market);



 


		●	“public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the
extent our sponsor, officers or directors purchase public shares, provided that each of their status as a “public stockholder”
shall only exist with respect to such public shares;



 


		●	“public warrants” are to (1) our redeemable warrants sold as part of the units in our initial public offering
(whether they were purchased in our initial public offering or thereafter in the open market) and (2) any private placement warrants
or warrants issued upon conversion of working capital loans that are transferred to third parties that are not our sponsor or its permitted
transferees following the consummation of our initial business combination;



 


		●	“sponsor” are to Golden Arrow Sponsor, LLC, a Delaware limited liability company; and



 


		●	“warrants” are to our public warrants and private placement warrants, as well as any warrants issued upon conversion
of working capital loans upon consummation of our initial business combination, collectively.



 


General


 


We are a Delaware corporation and our affairs are governed by our amended
and restated certificate of incorporation and the Delaware General Corporation Law. Pursuant to our amended and restated certificate of
incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares
of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 






     


    


    

 


Units


 


Each unit consists of one share of Class A common stock and one-third of
one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price
of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of the Company’s Class A common stock. This means only a whole warrant may be exercised at any given time
by a warrant holder.


 


The Class A common stock and warrants constituting the units began
separate trading on May 7, 2021. Holders have the option to continue to hold units or separate 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 common stock and warrants.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Common Stock


 


Common stockholders of record are entitled to one vote for each share
held on all matters to be voted on by stockholders; provided that, prior to our initial business combination, holders of our Class B
common stock have the right to elect all of our directors and remove members of our board of directors for any reason. These provisions
of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the
outstanding shares of our common stock voting at a stockholder meeting. On any other matter submitted to a vote of our stockholders, holders
of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required
by applicable law or stock exchange rule.


 


Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority of the outstanding
shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial
business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is
required to approve the election or removal of directors. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the Class B common stock voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.


 


Because our amended and restated certificate of incorporation authorizes
the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending
on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized
to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection
with our initial business combination.


 


In accordance with Nasdaq corporate governance requirements, we are
not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b)
of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance
with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders
to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b)
of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL.


 






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We will provide our public stockholders with the opportunity to redeem
all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation
of our initial business combination, including interest (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 redemption rights will include the requirement that a beneficial owner must identify itself in order to validly
redeem its shares. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with
the completion of our initial business combination or certain amendments to our amended and restated certificate of incorporation. Permitted
transferees of our sponsor, officers or directors will be subject to the same obligations. Unlike many blank check companies that hold
stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions
of public shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law or
stock exchange listing requirements, if a stockholder vote is not required by applicable law or stock exchange listing requirements and
we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of
incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior
to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents
to contain substantially the same financial and other information about the initial business combination and the redemption rights as
is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or
stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our
common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors
or any of their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days
prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These
quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination.


 


If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended
and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting 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 (more than an aggregate of 15% of the shares sold in our initial
public offering), without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Our public stockholders’ inability to redeem Excess
Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss
on their investment in us if they sell Excess Shares in open market transactions. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market
transactions, potentially at a loss.


 


If we seek stockholder approval in connection with our initial business
combination, our initial stockholders, officers and directors have agreed (and their permitted transferees, as applicable, will agree)
to vote any founder shares and any public shares held by them in favor of our initial business combination. Additionally, each public
stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against
the proposed transaction.


 


Pursuant to our amended and restated certificate of incorporation,
if we have not completed our initial business combination by March 19, 2023, we will: (1) cease all operations except for the purpose
of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at
a per per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination
by March 19, 2023. However, if our sponsor or any of our officers, directors or any of their respective affiliates then hold any public
shares, 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 allotted time frame to complete our initial business combination.


 






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


 


Founder Shares


 


The founder shares are identical to the shares of Class A common
stock included in the units sold in our initial public offering, except that: (1) prior to our initial business combination, only
holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding
shares of our Class B common stock may remove members of our board of directors for any reason; (2) our initial stockholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (a) their redemption
rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business
combination, (b) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our
obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have
not consummated our initial business combination by March 19, 2023 or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity; and (c) their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination by March 19, 2023 or during any
Extension Period (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 the prescribed time frame); (3) the founder shares are subject
to certain transfer restrictions, as described in more detail below; (4) the founder shares are automatically convertible into shares
of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares are
entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders,
officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public
shares held by them in favor of our initial business combination.


 


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


 






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With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will
be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination,
(B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange,
reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of
common stock for cash, securities or other property or (y) if the last reported sale price of our Class A common stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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.


 


Preferred Stock


 


Our amended and restated certificate of incorporation authorizes 1,000,000 shares
of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors
is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special
rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.


 


Our board of directors is able to, without stockholder approval, issue
preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common
stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot
assure you that we will not do so in the future. No shares of preferred stock were issued or registered in our initial public offering.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder to purchase one share
of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the
later of March 19, 2022 and 30 days after the completion of our initial business combination, except as described below. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This
means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive
or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any shares of Class A common
stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then
effective and a current prospectus relating to those shares of Class A common stock is available, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required
to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock
underlying such unit.


 


We did not register the shares of Class A common stock issuable
upon exercise of the warrants at the time of our initial public offering. However, we have agreed that as soon as practicable, but in
no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts
to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above,
if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it
satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
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. To exercise warrants on a cashless basis, each holder would pay the exercise price by surrendering the warrants in exchange
for a number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product
of (a) the number of shares of Class A common stock underlying the warrants and (b) the excess of the “fair market
value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value
and (B) 0.361. The “fair market value” shall mean the average last reported sale price of the Class A common stock for
the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is sent to the warrant agent.


 






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Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00.    Once the warrants become exercisable, we may redeem the outstanding
warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


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



 


If and when the warrants become redeemable by us, we may exercise our
redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their warrants.


 


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


 


Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00.    Commencing ninety days after the warrants become exercisable, we
may redeem the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at a price of $0.10 per warrant provided that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares of Class A common stock determined by reference to the table below, based on the redemption date
and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;



 


		●	upon a minimum of 30 days’ prior written notice of redemption;



 


		●	if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send
the notice of redemption to the warrant holders;



 


		●	if, and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public
warrants, as described above; and



 


		●	if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice
of redemption is given.



 






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The numbers in the table below represent the number of shares of Class A
common stock that a warrant holder will receive upon cashless exercise in connection with a redemption by us pursuant to this redemption
feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date (assuming
holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on the average of
the last reported sales price 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, and the number of months that the corresponding redemption date precedes the expiration date of the
warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement, references above to Class A
common stock shall include a security other than Class A common stock into which the Class A common stock has been converted
or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the tables below will
not be adjusted solely as a result of us not being the surviving entity following our initial business combination.


 


The stock prices set forth in the column headings of the table below
will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted as set forth in the first
three paragraphs under the heading “— Anti-dilution Adjustments” below. The adjusted stock prices in the column
headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number
of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and
at the same time as the number of shares issuable upon exercise of a warrant.


 


	Redemption Date	 	Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    7


    


    

 


The exact fair market value and redemption date may not be set forth
in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption
dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a
straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and
later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale
price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice
of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration
of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of Class A
common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the
table above, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading
date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time
there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless
basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of
Class A common stock.


 


This redemption feature differs from the typical warrant redemption
features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the
private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of
time. This redemption feature is structured to allow for all of the outstanding warrants (other than the private placement warrant) to
be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us
with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing
to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their
warrants based on an option pricing model with a fixed volatility input as of March 16, 2021. This redemption right provides us an additional
mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants
would no longer be outstanding and would have been exercised or redeemed, and we will effectively be required to pay the redemption price
to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants
if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our
best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when the Class A common
stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect
to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless
basis for the applicable number of shares of Class A common stock. If we choose to redeem the warrants when the Class A common
stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares
of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A
common stock if and when shares of Class A common stock were trading at a price higher than the exercise price of $11.50 per share.


 


No fractional shares of Class A common stock will be issued upon
exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants
are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance, if
we are not the surviving company in our initial business combination), the warrants may be exercised for such security.


 






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Redemption Procedures and Cashless Exercise.    If
we call the warrants for redemption as described above under “— Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00,” our management will have the option to require all holders that wish to exercise warrants
to do so on a “cashless basis” (such option, the “Cashless Exercise Option”). In determining whether to require
all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash
position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares
of Class A common stock issuable upon the exercise of our warrants. To exercise warrants on a cashless basis, each holder would pay
the exercise price by surrendering the warrants in exchange for a number of shares of Class A common stock equal to the lesser of
(A) the quotient obtained by dividing (x) the product of (a) the number of shares of Class A common stock underlying
the warrants and (b) the excess of the “fair market value” (defined below) over the exercise price of the warrants by
(y) the fair market value and (B) 0.361. The “fair market value” shall mean the average last reported sale price of the
Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is
sent to the warrant agent. If our management takes advantage of this Cashless Exercise Option, the notice of redemption will contain the
information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including
the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be
issued and thereby lessen the dilutive effect of a warrant redemption. We believe this Cashless Exercise Option feature is an attractive
option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants
for redemption and our management does not take advantage of this Cashless Exercise Option, our sponsor and its permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had all warrant holders been required to take advantage of this Cashless
Exercise Option, as described in more detail below.


 


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


 


Anti-Dilution Adjustments.    If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common
stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A
common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed
a stock dividend of a number of shares of Class A common stock equal to the product of (1) the number of shares of Class A
common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for Class A common stock) multiplied by (2) one minus the quotient of (x) the price per
share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (1) if
the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of Class A common
stock as reported during the ten trading day period ending on the trading day prior to the first date on which the shares of Class A
common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants are outstanding
and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on
account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible), other
than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of
Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the
holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation
(I) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination
or to redeem 100% of our Class A common stock if we do not complete our initial business combination by March 19, 2023 or (II) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event.


 






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


 


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


 


In addition, if (x) we issue additional shares of Class A
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a newly issued price of less than $9.20 per share of Class A common stock, (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the completion of our initial business combination (net of redemptions), and (z) the Market Value of our Class A
common stock is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of
the higher of the Market Value and the newly issued price, and the $10.00 and $18.00 per share redemption trigger price described above
under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00”
and “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be
adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the newly issued price, respectively.


 


In case of any reclassification or reorganization of the outstanding
shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a merger or consolidation
in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares
of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if a
proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning
of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A
common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable
by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is
to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement)
of the warrant.


 






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The warrants were issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement,
which was filed as an exhibit to the registration statement relating to our initial public offering, for a description of the terms and
conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent
of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the
then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


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


 


No fractional warrants will be issued upon separation of the units
and only whole warrants will trade.


 


Private Placement Warrants


 


The private placement warrants (including the warrants that may be
issued upon conversion of working capital loans and the Class A common stock issuable upon exercise of such warrants) will not be
transferable, assignable or salable until 30 days after the completion of our initial business combination except under limited circumstances,
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees except under limited circumstances.
Our sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis and our sponsor
or its permitted transferees will also have certain registration rights related to the private placement warrants (including the shares
of Class A common stock issuable upon exercise of the private placement warrants), as described below. Otherwise, the private placement
warrants have terms and provisions that are identical to those of the warrants sold as part of the units in our initial public offering,
including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than our
sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units sold in our initial public offering. Each of the warrants that
may be issued upon conversion of working capital loans shall be identical to the private placement warrants.


 


If holders of the private placement warrants elect to exercise the
underlying warrants on a cashless basis, they would pay the exercise price by surrendering warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “sponsor fair market value” (defined below) over the exercise price of the warrants
by (y) the sponsor fair market value. The “sponsor fair market value” shall mean the average last reported sale price
of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they
are held by our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us
following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly
limited. Even during such periods of time when insiders are permitted to sell our securities, an insider cannot trade in our securities
if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their
warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the
cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing
the holders to exercise such warrants on a cashless basis is appropriate.


 






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In order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors
may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned
amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we
may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account
would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant
at the option of the lender. The warrants would be identical to the private placement warrants.


 


Dividends


 


We have not paid any cash dividends on our common stock to date and
do not intend to pay cash dividends prior to the completion of 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 a business combination will be within the discretion
of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any stock dividends in the foreseeable future. If we incur any 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 common stock and warrant agent for our warrants
is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company
in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all
liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities
in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation contains certain
requirements and restrictions relating to our initial public offering that will apply to us until the completion of our initial business
combination. These provisions (other than amendments relating to the appointment or removal of directors prior to our initial business
combination, which require the approval of holders of a majority of at least 90% of the outstanding shares of our common stock voting
in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Our initial
stockholders, who collectively beneficially own 20.0% of our common stock, may participate in any vote to amend our amended and restated
certificate of incorporation and will have the discretion to vote in any manner they choose. Unless specified in our amended and restated
certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of
the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior
to our initial business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common
stock is required to approve the election or removal of directors. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


 


		●	if we have not completed our initial business combination by March 19, 2023, we will: (1) cease all operations except for the
purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;



 






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



 


		●	in the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or
directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial
point of view;



 


		●	if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do not
decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;



 


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



 


		●	if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination by March 19, 2023 or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or
a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares; and



 


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



 


In addition, our amended and restated certificate of incorporation
provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 following such redemptions.


 


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


 


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


 


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



 


		●	an affiliate of an interested stockholder; or



 


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



 


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


 


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



 






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



 


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



 


Our authorized but unissued common stock and preferred stock are available
for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings
to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock
and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.


 


Our amended and restated certificate of incorporation provides that
prior to our initial business combination, holders of our Class B common stock have the right to elect all of our directors and may
remove members of our board of directors for any reason. In addition, it provides that our board of directors is classified into three
classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy
contest at two or more annual stockholder meetings.


 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of incorporation provides that,
unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest
extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our company,
(2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company to our
company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our
company or any director, officer or employee of our company arising pursuant to any provision of the DGCL or our amended and restated
certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director, officer or employee of our
company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to
which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and
the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination)
or (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery. Notwithstanding the foregoing,
the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act or the
Exchange Act or otherwise arising under federal securities laws, for which the federal district courts of the United States of America
shall be the sole and exclusive forum. We note, however, that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Although we
believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which
it applies, the provision may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.
Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged
in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings of our stockholders may be
called only by a majority vote of our board of directors, by our chief executive officer or by our chairman, if any.


 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws provide for advance notice procedures with respect to stockholder
proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board
of directors or a committee of our board of directors. In order for any matter to be “properly brought” before a meeting,
a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a
stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days
prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the
Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws
will also specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting
at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the
conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage
a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting
to influence or obtain control of us.


 






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Securities Eligible for Future Sale


 


Following our initial public offering we had 35,937,500 shares of common
stock outstanding. Of these shares, the 28,750,000 shares sold in our initial public offering are freely tradable without restriction
or further registration under the Securities Act. All of the 7,187,500 founder shares and all 5,000,000 private placement warrants are
restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject
to transfer restrictions.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially owned restricted
shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that: (1) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale; and
(2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all
required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required
to file reports) preceding the sale.


 


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


 


		●	1% of the total number of shares of common stock then outstanding, which was 359,375 shares following our initial public offering;
or



 


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



 


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


 


Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies


 


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


 


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



 


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



 


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



 


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



 






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


 


Registration Rights


 


The holders of the founder shares, private placement warrants and warrants
that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the private
placement warrants or warrants issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration
rights agreement dated March 16, 2021 requiring us to register such securities for resale (in the case of the founder shares, only after
conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding
short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require
us to register for resale such securities pursuant to Rule 415 under the Securities Act.


 


Listing of Securities


 


Our units, shares of Class A common stock and warrants are listed on
Nasdaq under the symbols “GAMCU,” “GAMC” and “GAMCW,” respectively.


 


 


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