Exhibit 4.5


 


Description of Securities


 


Pursuant to our amended and restated certificate of
incorporation, our authorized capital stock consists of 111,000,000 shares consisting of (a) 100,000,000 share of Class A common
stock, $0.0001 par value, (b) 10,000,000 shares of Class B common stock, $0.0001 par value, and (c) 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.


 


Public Units


 


Each unit was sold at $10.00 and
consists of one share of Class A common stock and one redeemable warrant. Only whole warrants are exercisable. Each whole warrant
entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement, a warrant holder may exercise his, her or
its warrants only for a whole number of shares of 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.


 


The Class A common stock
and warrants comprising the units began to trade separately on November 22, 2021. Holders have the option to continue to hold units or
separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate
the units into shares of Class A common stock and warrants.


 


Common Stock


 


As of March 30, 2022, 14,446,649
shares of our common stock are outstanding consisting of:


 


	 	●	11,557,500 shares of our Class A common stock underlying the units sold in the IPO (including 11,500,000 that are subject to possible redemption); and,


 


	 	●	2,889,149 shares of Class B common stock held by our founders.


 


Our sponsor purchased 5,050,000
placement warrants at a price of $1.00 per unit, for an aggregate purchase price of $5,050,000.


 


Common stockholders of record are
entitled to one vote for each share held on all matters to be voted on by stockholders. The holders of Class B common stock have the right
to elect all of our directors prior to our initial business combination. For all other matters subject to a stockholder vote, 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. 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 100,000,000 shares of Class A common stock, if we were to enter into
an initial business combination, we may (depending on the terms of such an initial 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 initial business
combination to the extent we seek stockholder approval in connection with our initial 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.


 


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 taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.20 per share. Our initial stockholders, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to founder shares held by
them if we are forced to liquidate. 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 initial 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.


 



     


     


    

 


The participation of our sponsor,
officers, directors or their affiliates in privately negotiated transactions if any, could result in the approval of our initial business
combination even if a majority of our public stockholders’ vote, or indicate their intention to vote, against such 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 initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than
10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve
our initial business combination. These quorum and voting thresholds, and the voting agreements of our 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 initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the
shares of common stock sold in the IPO, 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 initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such
stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as a
result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required
to sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval
in connection with our initial business combination, pursuant to the letter agreement, our initial stockholders, sponsor, officers and
directors and the underwriters have agreed to vote any founder shares, shares included in the representative units held by them and any
public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial
business combination. If we submit our initial business combination to our public stockholders for a vote, 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 initial business combination.
As a result, in addition to our initial stockholders’ shares, we would need only an additional 4,305,427 public shares or 37.44%
of the 11,500,000 public shares sold in the IPO to be voted in favor of the initial business combination (assuming all issued and outstanding
shares are voted at the meeting) to have our initial business combination approved (assuming the over-allotment option is not exercised).
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 initial business combination within 18 months from the closing of
the IPO, 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 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 the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Our initial stockholders, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their
founder shares if we are forced to liquidate. However, if our initial stockholders acquire public shares in or after the IPO, they will
be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the prescribed time period.


 



     


     


    

 


In the event of a liquidation,
dissolution or winding up of the company after an initial 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 the IPO and holders of founder shares have the same stockholder
rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more
detail below, (ii) our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed (A) to waive their redemption rights with respect to their founder shares if we are forced to liquidate, (B) to
waive their redemption rights with respect to their founder shares and any public shares in connection with a stockholder vote to approve
an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100%
of our public shares if we do not complete our initial business combination within 18 months from the closing of the IPO or (y) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (C) to waive
their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete
our initial business combination within 18 months from the closing of the IPO, although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such
time period; (iii) 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, on a one-for-one basis, subject to adjustment as described
herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders for
a vote, our initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any shares held by them
and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) 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 further adjustments
as provided in our amended and restated certificate of incorporation).


 


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) six months after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale 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.


 


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
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other
special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors
will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no preferred stock outstanding at the date hereof. 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 are currently
registered.


 



     


     


    

 


Redeemable Warrants


 


Public Warrants No
warrants are currently outstanding. 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 30 days after the completion
of our initial business combination and 12 months from the closing of the IPO. However, except as set forth below, no warrants will be
exercisable for cash unless we have an effective and current registration statement covering the shares of Class A common stock issuable
upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing,
if a registration statement covering the common stock issuable upon exercise of the warrants is not effective within 90 days from the
consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available.
If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. 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.


 


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 a Newly Issued Price of less than $9.20 per share (with such issue price or effective issue price to be
determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates,
without taking into account any founders’ shares held by our initial shareholders or such affiliates, as applicable, prior to such
issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest
thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination
(net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption
trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price.


 


We may call the warrants
for redemption, in whole and not in part, at a price of $0.01 per warrant:


 


	 	●	at any time while the warrants are exercisable,


 


	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,


 


	 	●	if, and only if, the reported last sale price of the common stock equals or exceeds $18.0 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders (the “Force-Call Provision”), and


 


	 	●	if, and only if, there is a current registration statement in effect with respect to the Class A common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.


 


The right to exercise will be forfeited
unless the warrants are exercised prior to the date specified in the notice of redemption. After the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.


 


The redemption criteria for our
warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price
and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price
declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 



     


     


    

 


If we call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” 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 quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market
value. The “fair market value” for this purpose shall mean the average reported last sale price of Class A common stock for
the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.
For example, if a holder held 150 warrants to purchase 150 shares and the fair market value on the trading date prior to exercise was
$15.00, that holder would receive 35 shares without the payment of any additional cash consideration. Whether we will exercise our option
to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the
price of our Class A common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding
dilutive share issuances.


 


The warrants will be issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants
(including the private placement warrants) in order to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of
shares of Class A common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of
a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will
not be adjusted for issuances of shares of Class A common stock at a price below their respective exercise prices.


 


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


 


Except as described above, no public
warrants will be exercisable and we will not be obligated to issue shares of Class A common stock unless at the time a holder seeks to
exercise such warrant, a prospectus relating to the shares of Class A common stock issuable upon exercise of the warrants is current and
the shares of Class A common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of
residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these
conditions and to maintain a current prospectus relating to the shares of Class A common stock issuable upon exercise of the warrants
until the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current
prospectus relating to the shares of Class A common stock issuable upon exercise of the warrants, holders will be unable to exercise their
warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of Class A common stock
issuable upon the exercise of the warrants is not current or if the shares of Class A common stock is not qualified or exempt from qualification
in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant
exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may elect to be
subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants
to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of Class
A common stock outstanding.


 


No fractional shares will be issued
upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share,
we will, upon exercise, round down to the nearest whole number the number of Class A common stock to be issued to the warrant holder,
and the fractional interest will be canceled.


 



     


     


    

 


Our warrant agreement will
provide that, subject to applicable law, (i) 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 (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action,
proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


Private placement warrants


 


The private placement warrants
have terms and provisions that are identical to those of the warrants sold in the IPO.


 


The private placement warrants
(including the shares of Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination (except as described herein).


 


Warrant holders may elect to be
subject to a restriction on the exercise of their warrants such that an electing warrant holder (and his, her or its affiliates) would
not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder (and his, her or its affiliates)
would beneficially own in excess of 9.8% of the shares of Class A common stock issued and outstanding. Notwithstanding the foregoing,
any person who acquires a warrant with the purpose or effect of changing or influencing the control of our company, or in connection with
or as a participant in any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial
owner of the underlying Class A common stock and not be able to take advantage of this provision.


 


No fractional shares of Class A
common stock 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 (as a result of a subsequent share capitalizations payable in common stock, or by a split up of the Class
A common stock or other similar event), we will, upon exercise, round down to the nearest whole number the number of shares of Class A
common stock to be issued to the warrant holder.


 


In order to finance transaction
costs in connection with an intended initial business combination, our sponsor committed to loan us funds as may be required. Up to $3,000,000
of such loans may be convertible into working capital warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation
of our initial business combination. The working capital warrants would be identical to the placement warrants. However, as the warrants
would not be issued until consummation of our initial business combination, any such warrants would not be able to be voted on an amendment
to the warrant agreement in connection with such business combination.


 


Contractual Arrangements with respect to the
Private Placement Warrants


 


We have agreed that the private
placement warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination.
With respect to the private placement warrants held by the underwriters, for so long as such warrants are held by the underwriters, such
warrants will not be exercisable more than five years from the effective date of the registration statement registering such shares, in
accordance with FINRA Rule 5110(f)(2)(G)(i).


 


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


 



     


     


    

 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our 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.


 


Our Certificate of Incorporation


 


Our amended and restated certificate
of incorporation contains certain requirements and restrictions relating to the IPO 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 founders,
who collectively beneficially own approximately 20.0% of our common stock, 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 the IPO, 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 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 the case of clauses (ii) and (iii) above 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 on any initial business combination;


 


	 	●	Although we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an initial 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;


 


	 	●	So long as we maintain a listing for our securities on NASDAQ, NASDAQ rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination;


 


	 	●	If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, 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 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 either immediately prior to or upon consummation of our initial business combination.


 


Certain Anti-Takeover Provisions of Delaware Law
and our Certificate of Incorporation and Bylaws


 


We are subject to the provisions
of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:


 


	 	●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	●	an affiliate of an interested stockholder; or


 


	 	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	●	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;


 


	 	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


 


	 	●	on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


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


 



     


     


    

 


Exclusive forum for certain lawsuits


 


Our amended and restated certificate
of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors,
officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State
of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an
action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such
stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of law
in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable,
the provision may have the effect of discouraging lawsuits against our directors and officers.


 


Our amended and restated certificate
of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject
to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision
will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction. In addition, our amended and restated certificate of incorporation provides that, unless we consent
in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest
extent permitted by law, be the venue for the resolution of any complaint asserting a cause of action arising under the Securities Act,
or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce
this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.


 


Special meeting of stockholders


 


Our bylaws provide that special
meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officers 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 opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must
comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 


Action by written consent


 


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


 



     


     


    

 


Board of Directors


 


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. Prior to the business combination, the holders of Class B common
stock have the right to elect all of our directors. 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 amended and restated 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 14,446,649 shares of
common stock outstanding. Of these shares, the 11,500,000 sold in the IPO 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 2,889,149 shares and all 5,500,000 placement warrants (including component securities
contained therein) 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 placement warrants are subject to transfer restrictions as set
forth elsewhere in this Report. These restricted securities will be entitled to registration rights as more fully described below
under “— Registration 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 12 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 equals 144,466 shares; 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;


 


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


 


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


 


As a result, our initial stockholders
will be able to sell their shares and placement warrants (including underlying shares of Class A common stock), as applicable, pursuant
to Rule 144 without registration six months after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares,
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 placement warrants and any shares of Class A common stock underlying the warrants that may be issued
upon conversion of the warrants issued as part of the working capital loans and Class A common stock issuable upon conversion of
the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the
effective date of the IPO, 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. Notwithstanding the foregoing, the holders of the representative shares and representatives
warrants may only make a demand during the five-year period beginning on the effective date of the registration statement filed in connection
with the IPO and may only make a demand on one occasion. 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; provided, however, that the holders of the
representative shares and representative warrants may participate in a “piggy-back” registration only during the seven-year
period beginning on the effective date of the registration statement in connection with the IPO. The registration rights agreement does
not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the
expenses incurred in connection with the filing of any such registration statements.