Exhibit 4.2

      

      

      FOCUS IMPACT ACQUISITION CORP.

      DESCRIPTION OF SECURITIES

       

      The following summary of the material terms of the securities of Focus Impact Acquisition Corp. (“we, “us,” “our” or “the company”) is not
        intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation incorporated by reference as an exhibit to the company’s Annual
        Report on Form 10-K for the year ended December 31, 2021 (the “Report”), and applicable Delaware law. We urge you to read our amended and restated certificate of incorporation in its entirety for a complete description of the rights and preferences
        of our securities.

       

      Certain Terms

       

      Unless otherwise stated in this exhibit or the context otherwise requires, references to:

       

      	

            	•	
              “Auldbrass Partners” are to Auldbrass Partners, L.P., an investment
                  management fund and investor in our sponsor;

            


       

      	

            	•	
              “common stock” are to our Class A common stock and our Class B common stock, collectively;

            


       

      	

            	•	
              “founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to the offering, and the shares of our Class A
                common stock issued upon the conversion thereof;

            


       

      	

            	•	
              “initial stockholders” are to holders of our founder shares prior to our initial public offering;

            


       

      	

            	•	
              “management” or our “management team” are to our officers and directors, and “directors” are to our current directors;

            


       

      	

            	•	
              “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of the offering;

            


       

      	

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

            


       

      	

            	•	
              “public stockholders” are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders and/or
                members of our management team purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;

            


       

      	

            	•	
              “sponsor” are to Focus Impact Sponsor, LLC, a Delaware limited liability company;

            


       

      	

            	•	
              “we,” “us,” “our,” “company,” or “our company” are to Focus Impact Acquisition Corp.

            


       

      Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A
        common stock, $0.0001 par value, 50,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock.
        Because it is only a summary, it may not contain all the information that is important to you.

       

      Units

       

      Each unit consists of one whole share of Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof
        to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in our final prospectus related to our initial public offering. Pursuant to the warrant agreement, a warrant holder may exercise
        its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
        warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

       

      
        
          


      

      The Class A common stock and warrants were not traded separately until we filed with the SEC a Current Report on Form 8-K which included an
        audited balance sheet reflecting our receipt of the gross proceeds at the closing of our initial public offering and the sale of the private placement units. We filed a Current Report on Form 8-K which includes this audited balance sheet promptly
        after the completion of our initial public offering.

      

      

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

       

      Common Stock

       

      As of the date of the Report, there were 23,000,000 shares of Class A common stock, par value $0.0001, and 5,750,000 shares of Class B
        common stock, par value $0.0001, were issued and outstanding.

       

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

       

      Because our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock,
        if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our
        stockholders vote on the business combination to the extent we seek stockholder approval in connection with our business combination.

       

      In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
        after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such
        election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section
        211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an
        application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a
        majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

       

      
        
          


      

      We will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
        business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination including interest earned on the
        funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute
        to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
        agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and
        restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock 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 18 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class
        A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of our
        initial 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 the prescribed time frame).
        Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
        business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
        certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of
        incorporation requires these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a
        stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation
        pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the
        business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock
        of the company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors or their affiliates in privately- negotiated transactions (as described in our final prospectus), if any, could result in the approval
        of our business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock
        voted, non- votes will have no effect on the approval of our business combination once a quorum is obtained. We will give at least 10 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our business
        combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.

       

      If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
        combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
        concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock sold in our initial public offering, which we refer
        to as the Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business combination. Our stockholders’ inability to redeem the Excess Shares will
        reduce their influence over our ability to complete our business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not
        receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be
        required to sell their stock in open market transactions, potentially at a loss.

       

      
        
          


      

      If we seek stockholder approval in connection with our business combination, our initial stockholders have agreed to vote their founder
        shares and any public shares purchased during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 8,625,001, or 37.5%, of the
        23,000,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved. Additionally, each public stockholder may
        elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).

       

      Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our business combination within 18 months
        from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds
        therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay
        our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
        (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
        directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement
        with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our business combination within 18 months from the closing
        of our initial public offering. However, if our initial stockholders acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we
        fail to complete our business combination within the prescribed time period.

       

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

       

      Founder Shares

       

      The founder shares are identical to the shares of Class A common stock included in the units sold in our initial public offering, and holders
        of founder shares have the same stockholder rights as public stockholders, except that (a) the founder shares are subject to certain transfer restrictions, as described in more detail below, (b) our sponsor, officers and directors have entered into
        a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination and a
        stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of Class A common stock 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 18 months from the closing of our initial public offering or (B) with respect to any
        other provision relating to the rights of holders of our Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
        business combination within 18 months from the closing of our initial 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 the prescribed time frame), (c) the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination, or at any
        time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and (d) are entitled to registration rights. If we submit our business combination to our
        public stockholders for a vote, our initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after our initial public offering in favor of our initial business combination.

       

      The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
        combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A
        common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the final prospectus and related to the closing of the business combination, the ratio at which shares of Class B common stock shall convert
        into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of
        shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of
        our initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any
        seller in the business combination). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

       

      
        
          


      

      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 (B) subsequent to our initial
        business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any
        30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our
        stockholders having the right to exchange their shares of common stock for cash, securities or other property.

       

      Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
        Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the
        board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of our Class B common stock. With respect to any other matter submitted to a vote
        of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling
        the holder to one vote.

       

      Preferred Stock

       

      Our amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
        series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
        to the shares of each series. Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and
        could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing
        management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock were issued
        or registered in our initial public offering.

       

      Warrants

       

      Public Stockholders’ Warrants

       

      Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to
        adjustment as discussed below, at any time commencing on the later of one year from the closing of our initial public offering and 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding
        paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional
        warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or
        liquidation.

       

      
        
          


      

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

       

      We have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business
        combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and we will use
        our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus
        relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A common stock is at the time of any exercise of a warrant not listed on a national
        securities exchange such that 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, but we will use our commercially reasonably efforts to register or qualify the
        shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of
        the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
        basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
        In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
        common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being
        exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock 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 share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

       

      	

            	•	
              in whole and not in part;

            


       

      	

            	•	
              at a price of $0.01 per warrant;

            


       

      	

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

            


       

      	

            	•	
              if, and only if, the closing price of the Class A common stock 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 Stockholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we
                send the notice of redemption to the warrant holders.

            


       

      

      
        
          


      

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

       

      Redemption of warrants when
          the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):

       

      	

            	•	
              in whole and not in part;

            


       

      	

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

            


       

      	

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

            


       

      	

            	•	
              if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send
                the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants — 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 shares of Class A common stock 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 common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes
        based on volume weighted average price of our Class A common stock 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 shares of Class A common stock shall include a security other than shares of Class A
        common stock into which the shares of Class A common stock 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 shares of Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

       

      
        
          


      

      The 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.

      

      

      	
              Redemption Date

            	 	
              Fair Market Value of Class A Common Stock

            	 
	
              (period to expiration of warrants)

            	 	
              ≤$10.00

            	 	 	 	
              11.00

            	 	 	 	
              12.00

            	 	 	 	
              13.00

            	 	 	 	
              14.00

            	 	 	 	
              15.00

            	 	 	 	
              16.00

            	 	 	 	
              17.00

            	 	 	
              ≥18.00

            	 
	
              60 months

            	 	 	
              0.261

            	 	 	 	
              0.281

            	 	 	 	
              0.297

            	 	 	 	
              0.311

            	 	 	 	
              0.324

            	 	 	 	
              0.337

            	 	 	 	
              0.348

            	 	 	 	
              0.358

            	 	 	 	
              0.361

            	 
	
              57 months

            	 	 	
              0.257

            	 	 	 	
              0.277

            	 	 	 	
              0.294

            	 	 	 	
              0.310

            	 	 	 	
              0.324

            	 	 	 	
              0.337

            	 	 	 	
              0.348

            	 	 	 	
              0.358

            	 	 	 	
              0.361

            	 
	
              54 months

            	 	 	
              0.252

            	 	 	 	
              0.272

            	 	 	 	
              0.291

            	 	 	 	
              0.307

            	 	 	 	
              0.322

            	 	 	 	
              0.335

            	 	 	 	
              0.347

            	 	 	 	
              0.357

            	 	 	 	
              0.361

            	 
	
              51 months

            	 	 	
              0.246

            	 	 	 	
              0.268

            	 	 	 	
              0.287

            	 	 	 	
              0.304

            	 	 	 	
              0.320

            	 	 	 	
              0.333

            	 	 	 	
              0.346

            	 	 	 	
              0.357

            	 	 	 	
              0.361

            	 
	
              48 months

            	 	 	
              0.241

            	 	 	 	
              0.263

            	 	 	 	
              0.283

            	 	 	 	
              0.301

            	 	 	 	
              0.317

            	 	 	 	
              0.332

            	 	 	 	
              0.344

            	 	 	 	
              0.356

            	 	 	 	
              0.361

            	 
	
              45 months

            	 	 	
              0.235

            	 	 	 	
              0.258

            	 	 	 	
              0.279

            	 	 	 	
              0.298

            	 	 	 	
              0.315

            	 	 	 	
              0.330

            	 	 	 	
              0.343

            	 	 	 	
              0.356

            	 	 	 	
              0.361

            	 
	
              42 months

            	 	 	
              0.228

            	 	 	 	
              0.252

            	 	 	 	
              0.274

            	 	 	 	
              0.294

            	 	 	 	
              0.312

            	 	 	 	
              0.328

            	 	 	 	
              0.342

            	 	 	 	
              0.355

            	 	 	 	
              0.361

            	 
	
              39 months

            	 	 	
              0.221

            	 	 	 	
              0.246

            	 	 	 	
              0.269

            	 	 	 	
              0.290

            	 	 	 	
              0.309

            	 	 	 	
              0.325

            	 	 	 	
              0.340

            	 	 	 	
              0.354

            	 	 	 	
              0.361

            	 
	
              36 months

            	 	 	
              0.213

            	 	 	 	
              0.239

            	 	 	 	
              0.263

            	 	 	 	
              0.285

            	 	 	 	
              0.305

            	 	 	 	
              0.323

            	 	 	 	
              0.339

            	 	 	 	
              0.353

            	 	 	 	
              0.361

            	 
	
              33 months

            	 	 	
              0.205

            	 	 	 	
              0.232

            	 	 	 	
              0.257

            	 	 	 	
              0.280

            	 	 	 	
              0.301

            	 	 	 	
              0.320

            	 	 	 	
              0.337

            	 	 	 	
              0.352

            	 	 	 	
              0.361

            	 
	
              30 months

            	 	 	
              0.196

            	 	 	 	
              0.224

            	 	 	 	
              0.250

            	 	 	 	
              0.274

            	 	 	 	
              0.297

            	 	 	 	
              0.316

            	 	 	 	
              0.335

            	 	 	 	
              0.351

            	 	 	 	
              0.361

            	 
	
              27 months

            	 	 	
              0.185

            	 	 	 	
              0.214

            	 	 	 	
              0.242

            	 	 	 	
              0.268

            	 	 	 	
              0.291

            	 	 	 	
              0.313

            	 	 	 	
              0.332

            	 	 	 	
              0.350

            	 	 	 	
              0.361

            	 
	
              24 months

            	 	 	
              0.173

            	 	 	 	
              0.204

            	 	 	 	
              0.233

            	 	 	 	
              0.260

            	 	 	 	
              0.285

            	 	 	 	
              0.308

            	 	 	 	
              0.329

            	 	 	 	
              0.348

            	 	 	 	
              0.361

            	 
	
              21 months

            	 	 	
              0.161

            	 	 	 	
              0.193

            	 	 	 	
              0.223

            	 	 	 	
              0.252

            	 	 	 	
              0.279

            	 	 	 	
              0.304

            	 	 	 	
              0.326

            	 	 	 	
              0.347

            	 	 	 	
              0.361

            	 
	
              18 months

            	 	 	
              0.146

            	 	 	 	
              0.179

            	 	 	 	
              0.211

            	 	 	 	
              0.242

            	 	 	 	
              0.271

            	 	 	 	
              0.298

            	 	 	 	
              0.322

            	 	 	 	
              0.345

            	 	 	 	
              0.361

            	 
	
              15 months

            	 	 	
              0.130

            	 	 	 	
              0.164

            	 	 	 	
              0.197

            	 	 	 	
              0.230

            	 	 	 	
              0.262

            	 	 	 	
              0.291

            	 	 	 	
              0.317

            	 	 	 	
              0.342

            	 	 	 	
              0.361

            	 
	
              12 months

            	 	 	
              0.111

            	 	 	 	
              0.146

            	 	 	 	
              0.181

            	 	 	 	
              0.216

            	 	 	 	
              0.250

            	 	 	 	
              0.282

            	 	 	 	
              0.312

            	 	 	 	
              0.339

            	 	 	 	
              0.361

            	 
	
              9 months

            	 	 	
              0.090

            	 	 	 	
              0.125

            	 	 	 	
              0.162

            	 	 	 	
              0.199

            	 	 	 	
              0.237

            	 	 	 	
              0.272

            	 	 	 	
              0.305

            	 	 	 	
              0.336

            	 	 	 	
              0.361

            	 
	
              6 months

            	 	 	
              0.065

            	 	 	 	
              0.099

            	 	 	 	
              0.137

            	 	 	 	
              0.178

            	 	 	 	
              0.219

            	 	 	 	
              0.259

            	 	 	 	
              0.296

            	 	 	 	
              0.331

            	 	 	 	
              0.361

            	 
	
              3 months

            	 	 	
              0.034

            	 	 	 	
              0.065

            	 	 	 	
              0.104

            	 	 	 	
              0.150

            	 	 	 	
              0.197

            	 	 	 	
              0.243

            	 	 	 	
              0.286

            	 	 	 	
              0.326

            	 	 	 	
              0.361

            	 
	
              0 months

            	 	 	
              —

            	 	 	 	
              —

            	 	 	 	
              0.042

            	 	 	 	
              0.115

            	 	 	 	
              0.179

            	 	 	 	
              0.233

            	 	 	 	
              0.281

            	 	 	 	
              0.323

            	 	 	 	
              0.361

            	 


      

      

      The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
        two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number
        of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our Class A common stock
        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 shares of Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above,
        if the volume weighted average price of our Class A common stock 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 shares of Class A common stock 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 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire,
        they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock.

       

      
        
          


      

      This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only
        provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow
        for all of the outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A common stock is below the exercise price of the warrants.
        We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price per share of
        Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model
        with a fixed volatility input as of the date of the final 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. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed
        with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay
        the redemption price to the warrant holders.

       

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

       

      No fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a
        fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the
        shares of Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become
        exercisable for a security other than the Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.

       

      Redemption procedures.

       

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

       

      
        
          


      

      Anti-dilution Adjustments. If the number
        of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend,
        split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering made to all or
        substantially all holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of Class
        A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
        shares of Class A common stock) and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for
        securities convertible into or exercisable for shares of Class A common stock, in determining the price payable for shares of Class A common stock, there will be taken into account any consideration received for such rights, as well as any
        additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of the Class A common stock as reported during the 10 trading day period ending on the trading day prior to the
        first date on which the Class A common stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

       

      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 shares of Class A common stock on account of such shares of Class A common stock (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 shares of Class A common stock 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 shares of Class A
        common stock 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 shares of
        Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of shares of Class A common stock in connection with a stockholder vote to amend our amended and restated
        certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering, or (B)
        with respect to any other provisions relating to the rights of holders of our Class A common stock, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant
        exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such
        event.

       

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

       

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

       

      
        
          


      

      In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
        with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of
        directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
        aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
        combination (net of redemptions), and (z) the volume weighted average trading price of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business
        combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share
        redemption trigger price described above under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “— Redemption of warrants when the price per shares of Class A common stock equals or exceeds
        $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per
        share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

       

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

       

      
        
          


      

      The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
        agent, and us. You should review a copy of the warrant agreement, which is filed as an exhibit to the Report, for a complete description of the terms and conditions applicable to the warrants.

       

      The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing
        any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the final prospectus, or defective provision, (ii) amending
        the provisions relating to cash dividends on shares of common stock 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.

       

      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 Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock.
        After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.

       

      No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a
        fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock 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 common stock issuable upon exercise of the private placement warrants) will not be
        transferable, assignable or saleable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under the section of the final prospectus entitled “Principal Stockholders —
        Restrictions on Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable under certain redemption scenarios by us so long
        as they are held by our sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering, including
        as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us under all redemption
        scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in our initial public offering.

       

      If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
        their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
        (defined below) over the exercise price of the warrants by (y) the fair market value.

       

      
        
          


      

      The “fair market value” shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on the third
        trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the 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.
        An insider cannot trade in our securities if he or she is in possession of material non-public information.

       

      Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in
        the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

       

      In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
        or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants
        would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

       

      Our sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable
        upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as described under the section of the final prospectus entitled
        “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and other persons or entities affiliated with our sponsor.

       

      Dividends

       

      We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business
        combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of a business combination. The payment of any cash
        dividends subsequent to a business combination will be within the discretion of our board of directors at such time. Our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable
        future. 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 common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
        to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts
        performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith 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 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 any monies in the trust
        account or interest earned thereon.

       

      

      
        
          


      

      Our Amended and Restated Certificate of Incorporation.

       

      Provisions Related to Our initial public offering

       

      Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public offering
        that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders, who will collectively beneficially own 20%
        of our common stock upon the closing of our initial public offering (assuming they do not purchase any units in our initial public offering), will participate in any vote to amend our amended and restated certificate of incorporation and will have
        the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

       

      	

            	•	
              if we are unable to complete our initial business combination within 18 months from the closing of our initial public offering, we will (i) cease all operations except
                for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash,
                equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to
                pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
                if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to
                our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

            


       

      	

            	•	
              prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust
                account or (ii) vote as a class with our public shares (a) on our initial business combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial business combination or (b) to
                approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of our initial public offering or (y) amend the foregoing
                provisions;

            


       

      	

            	•	
              although we do not intend to enter into a business combination with a target business that is affiliated with or related to Auldbrass Partners or our sponsor, officers,
                directors or members of our advisory board we are not prohibited from doing so. In the event we enter into such a transaction, a committee of independent and disinterested directors, will obtain an opinion from an independent investment
                banking firm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view;

            


       

      	

            	•	
              if a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we
                will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the
                same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing
                on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;

            


       

      	

            	•	
              our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the
                trust account excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;

            


       

      	

            	•	
              if our stockholders approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem
                100% of our public shares if we do not complete our business combination within 18 months from the closing of our initial public offering or with respect to any other provisions relating to the rights of holders of our Class A common stock,
                we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the
                trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares; and

            


       

      

      
        
          


      

      	

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

            


       

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

       

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

       

      We have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
        providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

       

      	

            	•	
              prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested
                stockholder;

            


       

      	

            	•	
              upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting
                stock outstanding at the time the transaction commenced, excluding certain shares; or

            


       

      	

            	•	
              at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested stockholder.

            


       

      Generally, a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to
        the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

       

      Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect
        various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement
        would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board
        of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

       

      Our amended and restated certificate of incorporation provides that our sponsor and its affiliates, any of its direct or indirect transferees
        of at least 15% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes of this provision.

       

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

       

      

      
        
          


      

      Exclusive Forum for Certain Lawsuits

       

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

       

      Special Meeting of Stockholders

       

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

       

      Advance Notice Requirements for Stockholder Proposals and Director Nominations

       

      Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for
        election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later
        than the close of business on the 90th day nor earlier than the open of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals
        seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our
        stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

       

      Action by Written Consent

       

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

       

      

      
        
          


      

      Classified Board of Directors

       

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

       

      Class B Common Stock Consent Right

       

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

       

      Securities Eligible For Future Sale

       

      We have 28,750,000 shares of common stock outstanding. Of these shares, the 23,000,000 sold in our initial public offering are freely
        tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,750,000 shares and all
        11,200,000 private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and the shares of Class B common stock and private placement warrants are subject to
        transfer restrictions as set forth elsewhere in the final prospectus related to our initial public offering. These restricted securities will be subject to registration rights as more fully described below under “— Registration and Stockholder
        Rights.”

       

      Rule 144

       

      Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be
        entitled to sell their securities provided that (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 twelve months (or such shorter period as we were required to file reports) preceding the sale.

       

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

       

      	

            	•	
              1% of the total number of shares of common stock then-outstanding, which will equal 287,500 shares immediately after our initial public offering; or

            


       

      	

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

            


       

      

      
        
          


      

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

       

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

       

      Rule 144 is not available for the resale of securities initially issued by shell companies (other than 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; and

            


       

      	

            	•	
              the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter
                period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
                as an entity that is not a shell company.

            


       

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

       

      Registration and Stockholder Rights

       

      The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and
        any shares of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights
        pursuant to a registration rights and stockholder agreement signed in connection with our initial public offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common
        stock). The holders of the majority 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 and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and stockholder
        rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on the earlier
        of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
        stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation,
        merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) in the case of the private
        placement warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
        statements.

       

      In addition, pursuant to the registration and stockholder rights agreement, our sponsor, upon consummation of an initial business
        combination, will be entitled to nominate three individuals for election to our board of directors.

       

      Listing of Securities

       

      Our units, Class A common stock and warrants are each traded on the Nasdaq under the symbol “FIACU,” “FIAC” and “FIAC.W,” respectively.