Exhibit
4.5


 


DESCRIPTION
OF SECURITIES


 


We
are a Cayman Islands exempted company (company number 363230) and our affairs are governed by our amended and restated memorandum and
articles of association, the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time (the “Companies
Act”) and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we
are authorized to issue 220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000
Class B ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each. The following description summarizes certain
terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only
a summary, it may not contain all the information that is important to you.


 


Units


 


Public
Units


 


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


 


Private
Placement Units


 


The
private placement units (including the private placement shares, the private placement warrants and the Class A ordinary shares
issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of our
initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated
with our sponsor) and they will not be redeemable by us so long as they are held by members of our sponsor or its permitted transferees.
Otherwise, the private placement units are identical to the units sold in our intial public offering that closed March 23, 2021 (the
“Public Offering”) except that the private placement warrants, so long as they are held by our sponsor or its permitted transferees,
(i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these
warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion
of our initial business combination, (iii) may be exercised by the holders on a cashless basis, and (iv) will be entitled to
registration rights, as described below under “— Warrants — Private Placement Warrants.”


 


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


 


Our
sponsor has agreed not to transfer, assign or sell any of the private placement units (including the private placement warrants and the
Class A ordinary shares issuable upon exercise of any of the private placement warrants) until the date that is 30 days after
the date we complete our initial business combination, except that, among other limited exceptions, made to our officers and directors
and other persons or entities affiliated with our sponsor.


 






     


     


    

 


Ordinary
Shares


 


Prior
to the date of the Annual Report, there were 8,625,000 Class B ordinary shares outstanding, all of which were held of record by
our initial shareholders, so that our initial shareholders would own 20% of our issued and outstanding shares after the Public Offering.
On April 7, 2021, the underwriter exercised the over-allotment option in part, and as a result, 532,687 Class B ordinary shares were
forfeited. Upon the closing of the Public Offering, 41,491,564 of our ordinary shares were outstanding including:


 


		●	33,399,251
                                            Class A ordinary shares underlying units issued as part of the Public Offering and private placement units; and



 


		●	8,092,313
                                            Class B ordinary shares held by our initial shareholders.



 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders 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, which requires the affirmative vote of a majority of at least two-thirds of
the shareholders who attend and vote at a general meeting of the company, 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. Our board of directors (the “Board”) is divided into three classes, each of
which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. However, only holders of Class B ordinary shares will have the right to elect directors
in any election held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A
ordinary shares will not have the right to elect any directors until after the completion of our initial business combination. Our shareholders
are entitled to receive ratable dividends when, as and if declared by the Board out of funds legally available therefor.


 


Because
our amended and restated memorandum and articles of association authorize 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 are 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. Our Board is divided into
three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior
to our first annual meeting of shareholders) serving a three-year term.


 


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


 


We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00
per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the
deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement
shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose acquisition
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 law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender
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 require these tender offer documents to contain substantially the same financial
and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or
other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial
business combination only if we receive 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.
For purposes of seeking approval of an ordinary resolution, 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 require that at least five days’
notice will be given of any general meeting.


 






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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 provide 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 seeking redemption rights with
respect to more than an aggregate of 15% of the shares sold in the Public Offering, which we refer to as 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% of the shares sold in the Public Offering and, in order to dispose such shares would be required
to sell their shares in open market transactions, potentially at a loss.


 


If
we seek shareholder approval in connection with our initial business combination, our sponsor, officers and directors have agreed to
vote their founder shares, private placement shares and any public shares purchased after the Public Offering (including in open market
and privately-negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares and private placement shares, we would need 11,623,470, or 35.9%, of the 32,369,251 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 (assuming all outstanding
shares are voted). Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction or whether they were a public shareholder on the record date for the shareholder meeting held to
approve the proposed transaction.


 


Pursuant
to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination within
24 months from the closing of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of clauses
(ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the
other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private
placement shares if we fail to complete our initial business combination within 24 months from the closing of the Public Offering.
However, if our sponsor or management team acquire public shares after the Public Offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period.


 






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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 taxes, divided by the number
of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations and on the conditions
described herein.


 


Founder
Shares


 


The
founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary
shares included in the units sold in the Public Offering, and holders of founder shares have the same shareholder rights as public shareholders,
except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) the
founder shares are entitled to registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder shares, private placement
shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights
with respect to their founder shares, private placement 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) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
an initial business combination within 24 months from the closing of the Public Offering or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial
business combination within 24 months from the closing of the Public Offering, although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such
time period and (D) vote any founder shares and private placement shares held by them and any public shares purchased after the
Public Offering (including in open market and privately-negotiated transactions) in favor of our initial business combination, (iv) the
founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated
memorandum and articles of association, and (v) only holders of Class B ordinary shares will have the right to elect directors
in any election held prior to or in connection with the completion of our initial business combination.


 


The
founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the
number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total
number of Class A ordinary shares outstanding after such conversion (excluding the private placement shares underlying the private
placement units and after giving effect to any redemptions of Class A ordinary shares by public shareholders), including 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, or to be issued, to any seller in the initial business combination and any private placement-equivalent units issued
to our sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will
never occur on a less than one-for-one basis.


 






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With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
the closing price of the 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 120 days after our initial business combination, and (B) the date following the completion of our initial business
combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


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 the shares of each member;



 


		●	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. Upon the closing of this public offering, the register of members was immediately updated to reflect the issue of shares
by us. Once our register of members was updated, the shareholders recorded in the register of members are 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.


 


Preferred
Shares


 


Our
amended and restated memorandum and articles of association authorize 1,000,000 preferred shares and provide that preferred shares may
be issued from time to time in one or more series. Our Board will be authorized to fix the voting rights, if any, designations, powers,
preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof,
applicable to the shares of each series. Our Board will be able to, without shareholder approval, issue preferred 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 to issue preferred 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 preferred shares outstanding at the date hereof. Although
we do not currently intend to issue any shares of preferred shares, we cannot assure you that we will not do so in the future. No preferred
shares are being issued or registered in the Public Offering.


 


Warrants


 


Public
Warrants


 


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 below, at any time commencing 30 days after the completion of our initial business combination, provided that we have
an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the
warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis
under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under
the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time
by a warrant holder. No fractional warrants were issued upon separation of the units and only whole warrants trade. Accordingly, unless
you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We
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 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. 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
are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which our prospectus
forms a part because the warrants will become exercisable 30 days after the completion of its initial business combination, which may
be within one year of the Public Offering. However, because the warrants will be exercisable until their expiration date of up to five
years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities
Act following the consummation of our initial business combination, under the terms of the warrant agreement, we have agreed that, as
soon as practicable, but in no event later than 15 business days, after the closing of the initial business combination, we will use
our best efforts to file with the SEC a post-effective amendment to the registration statement of which the prospectus forms a part
or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise
of the warrants and thereafter we will use our best efforts to cause the same to become effective within 60 business days following our
initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the
warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day
after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A
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 public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available. 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”) defined below
over the exercise 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.


 


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:


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


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



 






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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 —
Public Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending
three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”).



 


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 described under the heading “— Anti-dilution Adjustments”)
as well as the $11.50 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:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.10 per warrant;



 


		●	upon
                                            not less than 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” (as defined below) of our Class A ordinary
                                            shares except as otherwise described below;



 


		●	if,
                                            and only if, the Reference Value (as defined above under “Redemption of warrants when
                                            the price per Class A ordinary share equals or exceeds $18.00”) 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 “—
                                            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



 


		●	if
                                            the Reference Value 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 — Public Stockholders’ 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 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 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.


 






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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.


 





	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date (period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	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	 





 






    8


     


    

 


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 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 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. This redemption right
provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital
structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the
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 applicable redemption
price to the warrant holders.


 


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 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 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 exercise
of the warrants.


 






    9


     


    

 


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


 


Anti-dilution Adjustments.    If
the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares,
or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division 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 fair market value will be deemed a share capitalization of
a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in
such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights
offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible 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) fair
market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period
ending on the trading day prior to the first date on which the Class 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 closing of the Public Offering 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.


 


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.


 






    10


     


    

 


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 a Newly Issued Price of less than $9.20 per Class A ordinary
share, (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 Market Value of our Class A ordinary shares is below $9.20 per share, then 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” 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 Share 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 issued and 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 the company in connection with redemption rights
held by shareholders of the company 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 the company if a proposed initial business combination is presented
to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such
maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the 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 Warrant Value (as defined
in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the
warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants
otherwise do not receive the full potential value of the warrants. 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 will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions
of the warrant agreement to the description of the terms of the warrants and the warrant agreement, (ii) adjusting 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 50% of the then-outstanding public warrants is required to make any change
that adversely affects the interests of the registered holders of public warrants, and, solely with respect to any amendment to the terms
of the private placement warrants, 50% of the then outstanding private placement warrants. You should review a copy of the warrant agreement,
which was filed as an exhibit to the registration statement of which our prospectus is a part, for a complete description of the terms
and conditions applicable to the warrants.


 


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


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A ordinary shares issuable upon exercise of such warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions,
to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long
as they are held by our sponsor, members of our sponsor or their permitted transferees (except as set forth under “Description
of Securities — Warrants — Public Warrants — Redemption of warrants when the price per Class ordinary
share equals or exceeds $10.00”). The sponsor or its permitted transferees, have the option to exercise the private placement warrants
on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those
of the warrants sold as part of the units in the Public Offering. If the private placement warrants are held by holders other than the
sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same
basis as the warrants included in the units sold in the Public Offering.


 






    12


     


    

 


Except
as described above under “— Public 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 “fair market value” of our Class A ordinary shares (defined below) over the exercise price of the warrants by
(y) the fair market value. The “fair market value” will 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 the sponsor or 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 prohibit insiders from selling our securities except during specific
periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in
our securities if he or she is in possession of material non-public information. Accordingly, unlike public 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.


 


Dividends


 


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


 


Our
Transfer Agent and Warrant Agent


 


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


 


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.


 


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 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.


 






    13


     


    

 


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; (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 consolidated 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 a price within such 30 day
period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder)
must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list
of the names and addresses of the dissenting shareholders with whom agreements as to the fair value 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.


 






    14


     


    

 


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
a meeting, or 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 is made 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.


 


Shareholders’
Suits. Our Cayman Islands 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.


 






    15


     


    

 


We
have been advised by 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 (meaning our public
shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares)
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 an


 


		●	annual
                                            reporting requirements are minimal and consist mainly of a statement that the company has
                                            conducted its operations mainly outside of the Cayman Islands and has complied with the provisions
                                            of the Companies Act;



 


		●	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 negotiable or bearer shares or shares with no par value;



 


		●	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.



 


Amended
and Restated Memorandum and Articles of Association


 


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


 


Our
initial shareholders, who collectively beneficially own 20% of our ordinary shares upon the closing of the Public Offering (excluding
the private placement shares underlying the private placement units), 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 provide, among other things, that:


 


		●	If
                                            we are unable to complete our initial business combination within 24 months from the
                                            closing of the Public Offering, we will (i) cease all operations except for the purpose
                                            of winding up, (ii) as promptly as reasonably possible but no more than ten business
                                            days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
                                            to the aggregate amount then on deposit in the trust account, including interest earned on
                                            the funds held in the trust account (less taxes payable and up to $100,000 of interest to
                                            pay dissolution expenses), divided by the number of then outstanding public shares, which
                                            redemption will completely extinguish public shareholders’ rights as shareholders (including
                                            the right to receive further liquidation distributions, if any) and (iii) as promptly
                                            as reasonably possible following such redemption, subject to the approval of our remaining
                                            shareholders and our Board, liquidate and dissolve, subject in the case of clauses (ii) and
                                            (iii) to our obligations under Cayman Islands law to provide for claims of creditors
                                            and in all cases subject to the other requirements of applicable law;



 






    16


     


    

 


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



 


		●	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 an independent investment banking firm which is a member of FINRA
                                            or a valuation or appraisal firm that such a business combination is fair to our company
                                            from a financial point of view;



 


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



 


		●	If
                                            our shareholders approve an amendment to our amended and restated memorandum and articles
                                            of association (A) to modify the substance or timing of our obligation to allow redemption
                                            in connection with our initial business combination or to redeem 100% of our public shares
                                            if we do not complete our initial business combination within 24 months from the closing
                                            of the Public Offering or (B) with respect to any other material provisions relating
                                            to shareholders’ rights or pre-initial business combination activity, we will
                                            provide our public shareholders with the opportunity to redeem all or a portion of their
                                            Class A ordinary shares upon such approval at a per-share price, payable in cash,
                                            equal to the aggregate amount then on deposit in the trust account, including interest earned
                                            on the funds held in the trust account and not previously released to us to pay our taxes,
                                            divided by the number of then outstanding public shares, subject to the limitations and on
                                            the conditions described herein; and



 


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



 


In
addition, our amended and restated memorandum and articles of association provide we will not redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities
or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase
agreements or backstop arrangements we may enter into following consummation of the Public Offering, in order to, among other reasons,
satisfy such net tangible assets requirement.


 


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. 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 provides 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.


 


Anti-Money
Laundering — Cayman Islands


 


In
order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering
procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers
and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering
procedures (including the acquisition of due diligence information) to a suitable person.


 






    17


     


    

 


We
reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases, the directors may
be satisfied that no further information is required since an exemption applies under the Anti-Money Laundering Regulations (As
Revised) of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances
of each application, a detailed verification of identity might not be required where:


 


		(a)	the
                                            subscriber makes the payment for their investment from an account held in the subscriber’s
                                            name at a recognized financial institution;



 


		(b)	the
                                            subscriber is regulated by a recognized regulatory authority and is based or incorporated
                                            in, or formed under the law of, a recognized jurisdiction; or



 


		(c)	the
                                            application is made through an intermediary which is regulated by a recognized regulatory
                                            authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction
                                            and an assurance is provided in relation to the procedures undertaken on the underlying investors.



 


For
the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in
accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent
anti-money laundering regulations.


 


In
the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse
to accept the application, in which case any funds received will be returned without interest to the account from which they were originally
debited.


 


We
also reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment
to such shareholder may be non-compliant with applicable anti-money laundering or other laws or regulations, or if such refusal
is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 


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


 


Cayman
Islands Data Protection


 


We
have certain duties under the Data Protection Act, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted
principles of data privacy.


 


Privacy
Notice


 


Introduction


 


This
privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal
information which constitutes personal data within the meaning of the DPL (“personal data”).


 


In
the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires
otherwise.


 


Investor
Data


 


We
will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could
be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the
extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which
we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical
and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data
and against the accidental loss, destruction or damage to the personal data.


 






    18


     


    

 


In
our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates
and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors”
for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to
us.


 


We
may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating
to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact
details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence
records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who
this Affects


 


If
you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements
such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in
relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy
Notice to such individuals or otherwise advise them of its content.


 


How
the Company May Use Your Personal Data


 


The
company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:


 


		(i)	where
                                            this is necessary for the performance of our rights and obligations under any purchase agreements;



 


		(ii)	where
                                            this is necessary for compliance with a legal and regulatory obligation to which we are subject
                                            (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or



 


		(iii)	where
                                            this is necessary for the purposes of our legitimate interests and such interests are not
                                            overridden by your interests, fundamental rights or freedoms.



 


Should
we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will
contact you.


 


Why
We May Transfer Your Personal Data


 


In
certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding with
the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may
exchange this information with foreign authorities, including tax authorities.


 


We
anticipates disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain
entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on
our behalf.


 


The
Data Protection Measures We Take


 


Any
transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance
with the requirements of the DPL.


 


We
and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage
to, personal data.


 


We
shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms
or those data subjects to whom the relevant personal data relates.


 






    19


     


    

 


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


 


Our
amended and restated memorandum and articles of association provide that our Board be classified into three classes of directors. As
a result, in most circumstances, a person can gain control of our Board only by successfully engaging in a proxy contest at two or more
annual meetings.


 


Our
authorized but unissued Class A ordinary shares and preferred 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 preferred 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.


 


Securities
Eligible for Future Sale


 


Immediately
after the Public Offering we have 41,491,564 ordinary shares outstanding (including the ordinary shares underlying the private placement
units). Of these shares, the Class A ordinary shares sold in the Public Offering (32,369,251 Class A ordinary shares) will
be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares
(8,092,313 founder shares) and all of the outstanding private placement units (1,030,000 units) will be restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 


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


 


		●	1%
                                            of the total number of ordinary shares then outstanding, which will equal 414,915 shares
                                            immediately after the Public Offering; or



 


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



 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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


 






    20


     


    

 


Registration
Rights


 


The
holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) private
placement units, private placement shares, private placement warrants (and any Class A ordinary shares issuable upon the exercise
of the private placement warrants) and (iii) any securities that may be issued upon conversion of working capital loans will have
registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement
to be signed prior to or on the effective date of the Public Offering. Pursuant to the registration rights agreement and assuming $1.5
million of working capital loans are converted into private placement-equivalent units, we will be obligated to register up to 9,862,313
Class A ordinary shares, 590,000 warrants and any other securities of the company acquired by them prior to the consummation of
our initial business combination. The number of Class A ordinary shares includes (i) 8,092,313 Class A ordinary shares to be
issued upon conversion of the founder shares, (ii) 1,030,000 private placement shares underlying the private placement units, (iii) 515,000
Class A ordinary shares underlying the private placement warrants underlying the private placement units, (iv) 150,000 Class A ordinary
shares underlying the private placement-equivalent units issued upon conversion of working capital loans, and (v) 75,000 Class A
ordinary shares underlying the private placement warrants underlying the private placement-equivalent units issued upon conversion
of working capital loans. The number of warrants includes (i) 515,000 private placement warrants underlying the private placement units
and (ii) 75,000 warrants underlying the private placement-equivalent units issued upon conversion of working capital loans. The
holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing
of Securities


 


Our
units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “BYTSU,” “BYTS” and “BYTSW,”
respectively.


 


 


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