Exhibit 4.5

      

      

      Description of Securities

      

      

      The following description sets forth certain material terms and provisions of the securities of Deep Lake Capital Acquisition Corp. (“we,” “us”, “our” or the “Company”) that
        are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References to our “sponsor” refer to Deep Lake Capital Sponsor LP, a Cayman Islands exempted limited partnership. References to our “Public
        Offering” refer to the initial public offering of Deep Lake Capital Acquisition Corp., which closed on January 15, 2021 (the “IPO Closing Date”). The following description of our securities is not complete and may not contain all the information
        you should consider before investing in our securities. This description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum and articles of association and warrant agreement, which are
        incorporated herein by reference and filed as an exhibit to our Annual Report on Form 10-K to which this summary is filed as an exhibit. We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum
        and articles of association, the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands.

      

      

      As of the date of our Annual Report, we have three classes of securities registered under the Exchange Act: our Class A ordinary shares, par value $0.0001 per share;
        redeemable warrants to purchase our Class A ordinary shares; and units consisting of one Class A ordinary share and one-half of one redeemable warrant to purchase our Class A ordinary shares.

      

      

      Authorized Capital Stock

      

      

      Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 200,000,000 Class A ordinary shares (“Class A ordinary shares”) and
        20,000,000 Class B ordinary shares (“Class B ordinary shares”, and together with the Class A ordinary shares, the “ordinary shares”), as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizes the material
        terms of our shares as set out more particularly in our amended and restated memorandum and articles of association.

      

      

      Units

      

      

      Our units trade on trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DLCAU.” Each unit consists of one Class A ordinary share and one-half of one
          redeemable warrant, each as described herein. The Class A ordinary shares and warrants began separate trading on March 5, 2021. Because the Class A ordinary shares and warrants trade separately from the units, holders of units will have the
          option to continue to hold units or separate their units into the component securities. Unit holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Additionally,


        the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.

      

      

      Ordinary Shares

      

      

      General

      

      

      Our Class A ordinary shares trade on Nasdaq under the symbol “DLCA.” As of the date of the Annual Report on Form 10-K of which this exhibit is a part, there


        were 25,875,000 ordinary shares issued and outstanding, consisting of 20,700,000 Class A ordinary shares and 5,175,000 Class B ordinary shares.

      

      

      Dividend Rights

      

      

      Holders of our ordinary shares are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. We have not paid any cash
        dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
        capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of
        directors at such time. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

       

      

      
        
          


      

      
      Redemption Provisions

       

      We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a
        per-share price, payable in cash, equal 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 franchise and income taxes, if any, divided by the number of the 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 and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by
        them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of
        our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
        combination within 24 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold shareholder 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 shareholder vote
        is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct
        the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association 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 shareholder approval of the transaction is
        required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation
        pursuant to the proxy rules and not pursuant to the tender offer rules.

       

      If we seek shareholder 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 memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a
        “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering (the “Excess Shares”), without our prior consent.
        However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
        influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive
        redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be
        required to sell their shares in open market transactions, potentially at a loss.

       

      
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      Pursuant to our amended and restated memorandum and articles of association, if we have not consummated an initial business combination within 24 months from the IPO Closing
        Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
        aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, if any (less up to $100,000 of interest to pay
        dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
        and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to
        provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating
        distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the IPO Closing Date (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). Our amended and restated memorandum and articles of association provides that, if we wind up
        for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days
        thereafter, subject to applicable Cayman Islands law.

       

      If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an
          ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our management team have
          agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 7,762,501, or 37.5% (assuming all issued and outstanding
          shares are voted), or 1,293,751, or 6.25% (assuming only the minimum number of shares representing a quorum are voted), of the 20,700,000 public shares sold in the Public Offering to be voted in favor of an
          initial business combination in order to have our initial business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or
          vote at all.

       

      Voting Rights

       

      Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described herein, holders of Class A
        ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum and articles of
        association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our
        shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant to our amended and restated memorandum and
        articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

       

      Board of Directors

       

      There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of
        directors can appoint all of the directors. Prior to our initial business combination, (i) only holders of our founder shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction
        outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class A ordinary
        shares will have one vote for every Class A ordinary share. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who
        attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Holders of our public shares are not entitled to vote on the appointment of directors prior to the initial business
        combination. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. In connection with our initial business combination, we
        may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial business combination.

       

      
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      Initial Business Combination

       

      If we seek shareholder approval of our initial business combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution
        under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in
        privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. Our
        initial shareholders will count toward this quorum and have agreed to vote their founder shares and any public shares purchased during or after the Public Offering in favor of our initial business combination. For purposes of seeking approval of
        the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association requires that
        at least five days’ notice will be given of any general meeting. Each public shareholder may elect to redeem his or her public shares irrespective of whether they vote for or against the proposed initial business combination.

       

      Because our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a
        business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we will be authorized to issue at the same time as our shareholders vote on the business
        combination to the extent we seek shareholder approval in connection with our initial business combination.

       

      In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following
        our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our
        initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion
        of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

       

      Liquidation Rights

       

      In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
        available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no
        sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with 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 and not previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our
        initial business combination, subject to the limitations described herein.

       

      Preference Shares

       

      Our amended and restated memorandum and articles of association authorizes 1,000,000 preference shares, none of which are issued and outstanding, and provides that preference
        shares may be issued from time to time in one or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any
        qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the
        voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or
        preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we
        will not do so in the future.

       

      
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      Founder Shares

       

      The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in Public
        Offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors
        and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) in a vote to continue the company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of
        the votes of all ordinary shares), holders of our founder shares have ten votes for every founder share and, as a result, our initial shareholders will be able to approve any such proposal without the vote of any other shareholder, (c) the founder
        shares are subject to certain transfer restrictions, as described in more detail below; (d) our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption
        rights with respect to their founder shares (ii) to waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and
        articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
        of our public shares if we do not complete our initial business combination within 24 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive
        their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the IPO Closing Date (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); (e) the founder shares will automatically convert into our Class
        A ordinary shares at the time of our initial business combination as described herein; and (f) the founder shares are entitled to registration rights. If we seek shareholder approval of our initial business combination, we will complete our initial
        business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our
        sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.

       

      The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon
        conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination at a ratio such that the number
        of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Public
        Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to
        the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial
        business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary
        shares at a rate of less than one-to-one.

       

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

       

      
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      Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will
        not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any
        reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary shares who attend and vote at our general meeting which shall
        include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required
        by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

       

      Warrants

      

      

      Our warrants trade on Nasdaq under the symbol “DCLAW.” Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share,
        subject to adjustment as discussed herein, at any time commencing 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may
        exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. 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 Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a
        registration statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying
        our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the
        Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state 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 Class A ordinary
        share underlying such unit.

      

      

      We have agreed that as soon as practicable, but in no event later than twenty 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 for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable
          efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A
          ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that
          they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of 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 we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws
          to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, and we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would
          pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
          multiplied by the excess of the “fair market value” (as defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average
          price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

       

      

      
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      Redemption of Warrants

      

      

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

      

      

      	

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              in whole and not in part;

            


      	

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              at a price of $0.01 per warrant;

            


      	

            	•	
              upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

            


      	

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              if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
                exercise price of a warrant as described under the heading “— Warrants —Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of
                  redemption to the warrant holders.

            


       

      We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
          issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 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 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 ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
          “—Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

      

      

      Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants
        become exercisable, we may redeem the outstanding warrants:

      

      

      	

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              in whole and not in part;

            


       

      	

            	•	
              at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a
                  cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares except as otherwise described below;

            


       

      	

            	•	
              if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of
                  shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the
                  notice of redemption to the warrant holders; and

            


       

      
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            	•	
              if the closing price of the Class A ordinary shares 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 is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
                “—Warrants——Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

            


       

      Beginning on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The
        numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of
        our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of
        our Class A ordinary shares during the 10 trading days immediately following 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. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

      

      

      Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A
          ordinary shares have 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 Class A ordinary shares to
          be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

      

      

      The share 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 or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
          will equal the share 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. If the
          exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price
          multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment
          pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such
          exercise price adjustment.

      

      

      
        8

        
          


      

      	
              Redemption Date

            	 	
              Fair Market Value of Class A ordinary shares

            	 
	
              (period to expiration of warrants)

            	 	
              ≤10.00

            	 	 	 	
              11.00

            	 	 	 	
              12.00

            	 	 	 	
              13.00

            	 	 	 	
              14.00

            	 	 	 	
              15.00

            	 	 	 	
              16.00

            	 	 	 	
              17.00

            	 	 	
              ≥18.00

            	 
	
              60 months

            	 	 	
              0.261

            	 	 	 	
              0.281

            	 	 	 	
              0.297

            	 	 	 	
              0.311

            	 	 	 	
              0.324

            	 	 	 	
              0.337

            	 	 	 	
              0.348

            	 	 	 	
              0.358

            	 	 	 	
              0.361

            	 
	
              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 Class A ordinary shares 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 volume weighted average price of our Class A ordinary shares during the 10
          trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 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 Class A ordinary shares 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 volume
          weighted average price of our Class A ordinary shares during the 10 trading days immediately following 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 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless
          basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be
          exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.

      

      

      This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a
          redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
          the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares 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 Class A
          ordinary share 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 the prospectus for our Public Offering. 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. We will be required to pay the applicable 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.

        

      

      
        9

        
          


      

      As stated above, we can redeem the warrants when the Class A ordinary shares are 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. If we
          choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they
          had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.

      

      

      No fractional Class A ordinary shares 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 Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares 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. At such time as the warrants become exercisable for a security other than the Class A
          ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

      

      

      Redemption Procedures

      

      

      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 Class A
        ordinary shares issued and outstanding immediately after giving effect to such exercise.

      

      

      Anti-Dilution Adjustments

      

      

      If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of
          ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to
          such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as
          defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in
          such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For
          these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received
          for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported during the 10 trading day period ending
          on the trading day prior to the first date on which the Class A ordinary shares 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
          all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash
          distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not
          exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of
          each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a
          proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the
          substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our
          initial business combination within 24 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 Class A ordinary share in respect of such event.

       

      

      
        10

        
          


      

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

      

      

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

      

      

      In addition, if (x) we issue additional Class A ordinary shares 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 ordinary share (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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor 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 ordinary shares 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, the $18.00 per share redemption trigger price described above under
          “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to
          180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be
          adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

      

      

      In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par
          value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any
          reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially 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 ordinary shares
          immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon 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 us in connection with redemption rights held by our shareholders as provided for in the company’s amended and restated memorandum and articles of
          association or as a result of the redemption of Class A ordinary shares by us if a proposed initial business combination is presented to our shareholders 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 issued and outstanding Class A
          ordinary shares, 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 shareholder 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 ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (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. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a
          transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a 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 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.

       

      

      
        11

        
          


      

      The warrants were issued in registered form under the 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 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 the prospectus related to our Public Offering, or defective provision (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with
        the warrant agreement or (iii) 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, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the
        registered holders.

      

      

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

      

      

      No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 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 Class A ordinary shares to be issued to the warrant holder.

      

      

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

       

      

      
        12

        
          


      

      Private Placement Warrants

      

      

      The private placement warrants (including the Class A ordinary shares 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 pursuant to limited exceptions) and they will not be redeemable by us (except as described under “—Warrants—Redemption of warrants when the price
          per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth herein). Our sponsor, or its permitted transferees, has the option to exercise the private
          placement warrants on a cashless basis. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable
          by the holders on the same basis as the warrants included in the units sold in the Public Offering. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
          warrants requires a vote of holders of at least 65% of the number of the then outstanding private placement warrants.

      

      

      Except as described above under “—Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,” 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 Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the
          number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value” (defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor
          fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of 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 our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following
          a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict 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 shareholders who could exercise their warrants and sell the Class A ordinary shares 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 fund working capital deficiencies or 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 $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.

      

      

      Register of Members

      

      

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

      

      

      	

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

            


      	

            	•	
              whether voting rights are attached to the share in issue;

            


      	

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

            


      	

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

            


       

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

       

      

      
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      Our Transfer Agent and Warrant Agent

       

      

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

      

      

      Our Amended and Restated Memorandum and Articles of Association

      

      

      Our amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to the Public Offering that
        will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special
        resolution where it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting at a general
        meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
        shareholders. Other than as described above, our amended and restated memorandum and articles of association provides that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general
        meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.

      

      

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

      

      

      	

            	•	
              If we have not consummated an initial business combination within 24 months from the IPO Closing Date, 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 and not previously released to us to pay our franchise and income taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution
                expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and
                (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
                to provide for claims of creditors and the requirements of other applicable law;

            


       

      	

            	•	
              Prior to or in connection with 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 on any other proposal presented to shareholders prior to or in connection with the completion of an initial business
                combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the IPO Closing Date 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 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 independent investment banking firm or another independent entity that commonly renders
                valuation opinions that such a business combination is fair to our company from a financial point of view;

            


       

      
        14

        
          


      

      	

            	•	
              If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
                shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file 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;

            


      

      

      	

            	•	
              So long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate
                fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to
                enter into the initial business combination;

            


      

      

      	

            	•	
              If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
                obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
                combination within 24 months from the IPO Closing Date or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all
                or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
                previously released to us to pay our franchise and income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; 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 memorandum and articles of association 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.

      

      

      The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution which
        requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way of unanimous written resolution. A company’s articles of association may specify
        that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and
        articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of
        association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders
        with the opportunity to redeem their public shares.

      

      

      Certain Differences in Corporate Law

      

      

      Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English Law but does not follow recent English Law statutory enactments, and
        differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies
        incorporated in the United States and their shareholders.

       

      

      
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      Mergers and Similar Arrangements

      

      

       In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a
        company incorporated in another jurisdiction (provided that it is facilitated by the laws of that other jurisdiction).

      

      

      Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
        certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66 2/3% in value of the voting shares voted at a general meeting) of the shareholders of each
        company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the
        issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman
        Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.

      

      

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

      

      

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

      

      

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

       

      

      
        16

        
          


      

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

      

      

      	

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

            


      

      

      	

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

            


      

      

      	

            	•	
              the arrangement is such as a businessman would reasonably approve; and

            


      

      

      	

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

            


       

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

      

      

      Squeeze-out Provisions

      

      

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

      

      

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

       

      

      
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      Shareholders’ Suits

      

      

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

      

      

      	

            	•	
              a company is acting, or proposing to act, illegally or beyond the scope of its authority;

            


      

      

      	

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

            


      

      

      	

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

            


       

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

      

      

      Enforcement of Civil Liabilities

      

      

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

      

      

      We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce
        against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities
        against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no
        statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
        based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the
        Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of
        fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A
        Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

      

      

      Special Considerations for Exempted Companies

      

      

      We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any
        company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary
        company except for the exemptions and privileges listed below:

      

      

      	

            	•	
              an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

            


      

      

      	

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

            


      

      

      	

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

            


      

      

      	

            	•	
              an exempted company may issue shares with no par value;

            


      

      

      
        18

        
          


      

      	

            	•	
              an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

            


      

      

      	

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

            


      

      

      	

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

            


      

      

      	

            	•	
              an exempted company may register as a segregated portfolio company.

            


      

      

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

      

      

      Certain Anti-Takeover Provisions of Our Amended and Restated Memorandum and Articles of Association

      

      

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

      

      

      Registration and Shareholder Rights

      

      

      The holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares
        issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement. 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. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until
        termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying
        such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

      

      

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

      

      

      In addition, pursuant to the registration and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination,
        will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

      

      

      

      

      19