Exhibit
4.2


 


DESCRIPTION
OF SECURITIES


 


As of December 31, 2021, Stratim Cloud Acquisition Corp. (“we,”
“our,” “us” or the “company”) had the following three classes of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one share of
Class A common stock and one-third of one redeemable warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) redeemable
warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50. In addition, this Description
of Securities also references the company’s Class B common stock, par value $0.0001 per share (the “Class B common stock”
or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A
common stock. The description of the Class B common stock is included to assist in the description of the Class A common stock. Unless
the context otherwise requires, references to our “sponsor” are to Stratim Cloud Acquisition, LLC and references to our “initial
stockholders” are to our sponsor and other holders of our founder shares prior to our initial public offering (our “IPO”).


 


We are a Delaware corporation and our affairs are governed by our amended
and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation, we are authorized
to issue 75,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock,
$0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock as set out more particularly in our amended and restated certificate of incorporation. Because
it is only a summary, it may not contain all the information that is important to you.


 


UNITS


 


Each unit consists of one share of Class A common stock and one-third of
one warrant. Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment. Pursuant to the warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder
may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be
exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade.


 


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 shares of Class A common stock and warrants. Additionally, the units will automatically separate into their component parts
and will not be traded after completion of our initial business combination. 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 the completion of our initial business combination, holders
of our Class B common stock will 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. 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 75,000,000 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 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 the corporate governance requirements of The Nasdaq
Capital Market (“Nasdaq”), 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.


 


We will provide our public stockholders with the opportunity to redeem
all or a portion of their 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 earned on the funds held in the trust account and not previously released to us to pay our taxes,
divided by the number of then outstanding public shares, subject to the limitations described herein. The per share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares.
Our sponsor, 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 their founder shares and any public shares held by them in connection with the completion of our initial business
combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them
with respect to any public shares acquired by them. Permitted transferees of our initial stockholders, officers or directors will be subject
to the same obligations.


 


Unlike many special purpose acquisition 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
rules, if a stockholder vote 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, 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 affiliates in privately-negotiated transactions
(as described in this prospectus), 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 approximately 30 days (but 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 the voting agreements of our sponsor, may make it more likely that we will consummate our initial business
combination.


 






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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 Excess Shares, 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 stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the 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 will agree), pursuant to the
terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial
business combination. 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 within 24 months from the IPO, we will: (1) cease all operations except
for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100%
of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); 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 sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our
initial business combination within 24 months from the IPO or during any Extension Period. However, if our initial stockholders 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 an initial business combination.


 


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


 






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FOUNDER SHARES


 


The founder shares designated as Class B Common stock, and except as
described below, are identical to the shares of Class A common stock included in the units sold in the IPO, 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 sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed:
to (a) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the
completion of our initial business combination; (b) waive their redemption rights with respect to their founder shares and any public
shares held by them in connection with a stockholder vote to approve an amendment to 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 public shares if we have not consummated our initial business combination within 24 months from the IPO
or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity;
and (c) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we
fail to complete our initial business combination within 24 months from the IPO 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 on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described in more detail below; and (5) the 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
will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held
by them purchased during or after this offering 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 on a one-for-one basis, subject to increase
in respect of the issuance of certain securities, as provided herein. In the case that additional shares of Class A common stock,
or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in this offering and
related to the closing of our initial business combination, including pursuant to a specified future issuance, 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 Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance,
including a specified future 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 aggregate number of all shares of
common stock outstanding upon the completion of this offering, plus the aggregate number of 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 and any private placement warrants issued to our sponsor, an affiliate of our
sponsor or any of our officers or directors.


 


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
and (B) subsequent to our initial business combination, (x) if the last reported sale price of the 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, or
(y) 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 Class A common stock for cash, securities or other
property.


 






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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
will be 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
will be 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.


 


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 whole share, subject to adjustment as discussed below, at any time commencing
on the later of 12 months from the closing of the IPO and 30 days after the completion of our initial business combination.
Pursuant to the warrant agreement, a warrant holder 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. 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 are not registering the shares of Class A common stock issuable
upon exercise of the warrants at this time. 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 a registration
statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the
warrants. We 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 the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. 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.


 






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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 call the warrants (except
as described herein with respect to the private placement warrants) for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the 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 and for certain issuances of Class A common stock and equity-linked securities as described below) 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.


 


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 (except as described herein with respect to the private placement 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 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, reclassifications, recapitalizations
and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; 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 table below will
not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise of the warrants if we are
not the surviving entity following our initial business combination.


 


The 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 (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	 



 


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. 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.


 






    7


     


    

 


Any public warrants held by our officers or directors will be subject
to this redemption feature, except that such officers and directors shall only receive “fair market value” for such public
warrants if they exercise their public warrants in connection with such redemption (“fair market value” for such public warrants
held by our officers or directors being defined as the last reported sale price of the public warrants on such redemption date).


 


This redemption feature differs from the typical warrant redemption
features used in 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 warrants) 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 the date of this prospectus. This redemption right provides us with an
additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the
warrants would no longer be outstanding and would have been exercised or redeemed and we will 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 Class A common
stock if and when such Class A common stock trades 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.


 


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 any holder that wishes 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, 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. If our management takes advantage of this option, all holders of warrants would pay the exercise price
by surrendering their warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess
of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value 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 redemption is sent to the holders of warrants. If
our management takes advantage of this 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 feature is an attractive option to us if we do not need the cash from the exercise of
the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage
of this option, our 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 exercise their warrants on a cashless basis, as described in more detail below.


 






    8


     


    

 


A holder of a warrant may notify us in writing in the event it elects
to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 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 within 24 months from the
IPO 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.


 


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.


 






    9


     


    

 


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 an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our founders or their affiliates,
without taking into account any founder shares held by our founders or their 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 funding of our initial business combination on the date of the completion of our initial business
combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20
trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the
“Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described
above under “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 180% of the higher of the Market Value and the newly issued price.




 


In case of any reclassification or reorganization of the outstanding
shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger
in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares
of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. 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 consolidation or merger, 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 consolidation or merger 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 common equity 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 will be issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement,
which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the
terms and conditions applicable to the warrants. The warrant agreement provides that (a) the terms of the warrants may be amended
without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions
of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, or defective
provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the
parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at least 50% of the
then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants, forward purchase
warrants or working capital warrants or any provision of the warrant agreement with respect to the private placement warrants, forward
purchase warrants or working capital warrants, at least 50% of the then outstanding private placement warrants, forward purchase warrants
or working capital warrants, respectively.




 


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 holders of Class A common stock.


 


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


 


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 this offering that will apply to us until the completion of our initial business combination.
These provisions cannot be amended without the approval of the holders of at least 65% of our common stock who attend and vote in a stockholder
meeting. Our initial stockholders, who collectively will beneficially own 20% of our common stock upon the closing of this offering (assuming
they do not purchase any units in this offering), 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
within 24 months from the IPO, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any); 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
as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and
restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months
from the IPO or (y) amend the foregoing provisions;



 


		●	although we do not currently intend to enter into a business
combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing
so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion
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 occur with one or more
operating businesses or assets that together have an aggregate fair market value of at least 80% of the net assets held in the trust
account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred
underwriting commissions) at the time of the agreement to enter into the initial business combination;



 


		●	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 within
24 months from the IPO 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then
outstanding public shares; 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 we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001,
(a) in the case of our initial business combination, either prior to or upon consummation of such initial business combination.
or (b) in the case of an amendment to 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 public shares
if we have not consummated our initial business combination within 24 months from the IPO or (ii) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity, upon such amendment (in each case
so that we do not then become subject to the SEC’s “penny stock” rules).


 



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CERTAIN ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW AND OUR AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION AND BYLAWS


 


We will be subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers upon completion of this 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;



 


		●	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 (including a specified future issuance) 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 will have the right to elect all of our directors
and may remove members of our board of directors for any reason.


 






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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),
(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the
Court of Chancery and the U.S. federal district court for the District of Delaware does not have subject matter jurisdiction, as to which
the Court of Chancery and the U.S. federal district court for the District of Delaware shall concurrently be the sole and exclusive forums.
Notwithstanding the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will
not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district
courts of the United States of America shall be the sole and exclusive forum. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers,
other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulation thereunder. Accordingly,
there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions
in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such
exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated
in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.
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 and officers. 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 provides 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 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 will 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.


 


LISTING OF SECURITIES


 


Our units, Class A common stock and warrants are listed on Nasdaq
under the symbols “SCAQU”, “SCAQ” and “SCAQW”, respectively.


 


 


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