Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


The
following description of Fusion Acquisition Corp. II.’s (the “Company,” “we” or “us”) securities
is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s
second amended and restated certificate of incorporation (“amended and restated certificate of incorporation”) and the Company’s
bylaws, each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part.
We encourage you to read the Charter, the Bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”),
for additional information.


 


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 300,000,000 shares of common stock, $0.0001
par value each, including 280,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock,
as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain 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 has an offering price of $10.00 and 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 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 the shares of Company’s Class A common stock. This means only a whole warrant may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one-third of one warrant to purchase a share of Class A common
stock, such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable
for one share of Class A common stock at a price of $11.50 per share. The Class A common stock and warrants comprising the
units began separate trading on April 19, 2021. Holders have the option to continue to hold units or separate their units into the component
securities. Holders need to have their brokers contact our transfer agent in order to separate the units into Class A common stock
and warrants.


 


Common
Stock


 


Prior
to initial public offering, there were 12,506,250 shares of Class B common stock outstanding, all of which were held of record
by our initial stockholders, so that our initial stockholders owned 20% of our issued and outstanding shares after the initial public
offering. As a result of the underwriters’ partial exercise of their over-allotment option, the sponsor forfeited 6,250 founder shares,
which resulted in the Sponsor holding an aggregate of 12,500,000 founder shares. As of the date hereof, 62,500,000 of our shares of common
stock remain outstanding, including:


 


		●	50,000,000 shares
                                            of Class A common stock underlying units issued as part of the initial public offering;
                                            and



 


		●	12,500,000 shares
                                            of Class B common stock held by our initial stockholders.



 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common
stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders
except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions
of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required
to approve any such matter voted on by our stockholders. 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 shares 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.


 






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Because
our amended and restated certificate of incorporation authorizes the issuance of up to 280,000,000 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. Our board
of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those
directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 


In
accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after
our first fiscal year end following our listing on NYSE. 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 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 earned on the funds
held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject
to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per
share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our initial stockholders, 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 any founder shares and public shares they hold
in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold 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 law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal 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 our 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 law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose
acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to
the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the
shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers,
directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial
business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained.


 


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, 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 our initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 20% and, in order to dispose such shares would be required to sell their shares in open market
transactions, potentially at a loss.


 






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If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors
have agreed to vote any founder shares they hold and any public shares purchased during or after the initial public offering in favor
of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 16,312,501,
or 37.5%, of the 43,500,000 public shares sold in the initial public offering to be voted in favor of an initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option
is not exercised). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months
from the closing of the initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), 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 (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, 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
have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from
the closing of the initial public offering or any extended period of time that we may have to consummate an initial business combination
as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management
team acquire public shares in or after the initial public offering, 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 prescribed time period.


 


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 shares, 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 public stockholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are designated 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 initial public offering, and holders of founder shares have the same stockholder rights
as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail
below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares they hold in connection
with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares
and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of
incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial
business combination within 24 months from the closing of the initial public offering or with respect to any other material provisions
relating to stockholders’ rights or pre-initial business combination activity and (C) to 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 closing of the initial public offering or any extended period of time that we may have to consummate an
initial business combination as a result of an amendment to our amended and restated certificate of incorporation, 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 such time period, and (iii) the founder shares are automatically convertible into Class A
common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment as described herein and in our amended and restated certificate of incorporation. If we submit our initial business
combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares
purchased during or after the initial public offering in favor of our initial business combination.


 






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The
founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further 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 connection with our initial business combination, the number
of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis,
20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions
of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the
Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A
common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued,
or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers
or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than
one-for-one basis.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, and (B) the date following the completion of our initial business combination on which we
complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the
right to exchange their Class A common stock for cash, securities or other property. As a result of the underwriters’ partial exercise
of their over-allotment option, the Sponsor forfeited 6,250 founder shares which resulted in the Sponsor holding an aggregate of 12,500,000
founder shares.


 


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 shares of 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 shares of 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 shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot
assure you that we will not do so in the future.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing 12 months from the closing of the initial public offering provided
that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon
exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a
cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. 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 were issued upon separation of the units and only whole warrants 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.


 






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We
are not obligated to deliver any 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 with respect to the Class A common stock underlying
the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock
upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant 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
have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a post-effective amendment to the initial public offering registration
statement or a new registration statement covering the registration under the Securities Act of the shares of Class A common stock issuable
upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days
following our initial business combination and to maintain a current prospectus relating to the shares of Class A common stock issuable
upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th)
business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A
common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at 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, and in the event we
do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.


 


Redemption
of warrants


 


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


 


		●	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 closing price of the common stock equals or exceeds $18.00 per share (as
                                            adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
                                            the like and for certain issuances of Class A common stock and equity-linked securities
                                            for capital raising purposes in connection with the closing of our initial business combination)
                                            for any 20 trading days within a 30-trading day period ending three business days before
                                            we send to the notice of redemption to the warrant holders.



 






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If
and when the warrants become redeemable by us for cash, 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 last of the redemption criterion 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 his, her or 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 capitalizations,
reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities
for capital raising purposes in connection with the closing of our initial business combination as well as the $11.50 warrant exercise
price after the redemption notice is issued.


 


If
we call the warrants for redemption, 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 quotient obtained by dividing (x) the product
of the number of Class A common stock underlying the warrants, multiplied by 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. The “fair
market value” will mean the average closing 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, the holders of
the private placement warrants and their 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.


 


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 4.9% or 9.8% (as specified by the holder)
of the Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a share capitalization payable in shares of Class A
common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share capitalization,
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 common stock. A rights offering to holders of common stock entitling holders
to purchase Class A common stock at a price less than the fair market value will be deemed a share capitalization of a number of
shares of Class A common stock equal to the product of (i) 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 (ii) one (1) minus the quotient of (x) the price per share of Class A
common stock paid in such rights offering and divided by (y) the fair market value. For these purposes (i) if the rights offering
is for securities convertible into or exercisable for shares of 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 (ii) fair market value means the volume weighted average price of shares of Class A common stock
as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A common
stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






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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 Class A common stock (or other securities into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, or (d) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective 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 Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification
of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share 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 share 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 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 initial stockholders or their affiliates, without taking into account any founder shares
held by our initial stockholders or such 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 consummation 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 consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “— Redemption
of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price.


 


In
case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that
solely affects the par value of such 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 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 Class A common stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of Class A common 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. 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 Black-Scholes Warrant Value (as defined in the warrant
agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when
an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise
do not receive the full potential value of the warrants.


 






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The
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent
of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the
private placement warrants, a majority of the then outstanding private placement warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights
until they exercise their warrants and receive Class A common stock. After the issuance 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 shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A
common stock to be issued to the warrant holder.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other
limited exceptions as described in our initial public offering registration statement, to our officers and directors and other persons
or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as
they are held by the initial stockholders or their permitted transferees. The initial purchasers, or their permitted transferees, have
the option to exercise the private placement warrants on a cashless basis. Except as described in this section, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public
offering. If the private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the
private placement warrants will be redeemable by us for cash and exercisable by the holders on the same basis as the warrants included
in the units being sold in the initial public offering.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its 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 “fair market
value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value.
The “fair market value” will mean the average closing 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 warrant 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 the initial purchasers or their 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. We expect to have policies
in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time
when insiders will be 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.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans
may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender.
Such warrants would be identical to the private placement warrants.


 


Our
initial stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common
stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business
combination, except that, among other limited exceptions as described in our initial public offering registration statement, transfers
can be made to our officers and directors and other persons or entities affiliated with the sponsor.


 






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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 a 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 a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time.


 


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


 


Amended
and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to the initial public 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 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common stock upon the
closing of the initial public offering, may participate in any vote to amend our amended and restated certificate of incorporation and
have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:


 


		●	If
                                            we are unable to complete our initial business combination within 24 months from the
                                            closing of the initial public offering, we will (i) cease all operations except for
                                            the purpose of winding up, (ii) as promptly as reasonably possible but no more than
                                            ten business days thereafter, redeem the public shares, at a per-share price, payable
                                            in cash, equal to the aggregate amount then on deposit in the trust account, including interest
                                            earned on the funds held in the trust account (which interest shall be net of taxes payable
                                            and up to $100,000 of interest to pay dissolution expenses), 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 (iii) as promptly as reasonably possible following such redemption, subject
                                            to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,
                                            subject in each case to our obligations under Delaware law to provide for claims of creditors
                                            and in all cases subject to the requirements of other applicable law;



 


		●	Prior
                                            to our initial business combination, we may not issue additional securities that would entitle
                                            the holders thereof to (i) receive funds from the trust account or (ii) vote as
                                            a class with our public shares (a) on our initial business combination or (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 closing
                                            of the initial public offering or (y) amend the foregoing provisions;



 


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



 






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		●	If
                                            a stockholder vote on our initial business combination is not required by law and we do not
                                            decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem
                                            our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
                                            Act, and will file tender offer documents with the 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. Whether or not we maintain our registration under the Exchange Act or
                                            our listing on NYSE, we will provide our public stockholders with the opportunity to redeem
                                            their public shares by one of the two methods listed above;



 


		●	So
                                            long as we obtain and maintain a listing for our securities on the NYSE, the NYSE rules require
                                            that we must not consummate an initial business combination with one or more operating businesses
                                            or assets with a fair market value of at least 80% of the 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
                                            to modify the substance or timing of our obligation to redeem 100% of our public shares if
                                            we do not complete our initial business combination within 24 months from the closing
                                            of the initial public offering, or with respect to any other material provisions 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
                                            Class A 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 (which interest shall be net of taxes payable), divided
                                            by the number of then outstanding public shares, subject to the limitations described herein;
                                            and



 


		●	We
                                            will not effectuate our initial business combination 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.


 


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 the 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;



 


		●	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 initial 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.



 






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Our
amended and restated certificate of incorporation 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 meetings.


 


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.


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,
officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws,
or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine
may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of
the State of Delaware 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 does not have subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the
suit will be deemed to have consented to service of process on such stockholder’s counsel. 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, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
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 regulations thereunder. Accordingly, there is uncertainty
as to whether a court would enforce these exclusive forum 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.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented
to these provisions; however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Non-Executive Chairman.


 






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Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the 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 also specify certain requirements as
to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before
our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


Subsequent
to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly
called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with
respect to our Class B common stock.


 


Classified
Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.
Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution
of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any
time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares
of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board
of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of
our directors then in office.


 


Class B
Common Stock Consent Right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal
any provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal
would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common
stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Securities
Eligible for Future Sale


 


Immediately
after the initial public offering we have 62,500,000 shares of common stock outstanding. Of these shares, the 50,000,000 shares of Class
A common stock are freely tradable without restriction or further registration under the Securities Act, except for any Class A
common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding
12,500,000 founder shares and all of the outstanding 7,133,333 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 






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Persons
who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any
time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to
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 will equal 543,750 shares
                                            immediately after the initial public offering (or 625,313 if the underwriters’ exercise in
                                            full their over-allotment option); or



 


		●	the
                                            average weekly reported trading volume of the Class A 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 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 Form 8-K reports;
                                            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.



 


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


 


Registration
Rights


 


The
holders of the (i) founder shares, which were issued in a private placement prior to the closing of the initial public offering,
(ii) private placement warrants, which were issued in a private placement simultaneously with the closing of the initial public
offering and the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants
that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of
our securities held by them pursuant to a registration rights agreement that was signed prior to the initial public offering. The holders
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our
completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on NYSE under the symbols “FSNB.U”, “FSNB” and “FSNB
WS,” respectively.


 


 


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