Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


As
of December 31, 2021, SDCL EDGE Acquisition Corporation (“we,” “our,” “us” or the “company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary
shares, par value $0.0001 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A ordinary share
at an exercise price of $11.50. In addition, this Description of Securities also references the company’s Class B ordinary shares,
par value $0.0001 per share (the “Class B ordinary shares” or “founder shares”), which are not registered pursuant
to Section 12 of the Exchange Act but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is
included to assist in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor”
are to SDCL EDGE Sponsor LLC and references to our “initial shareholders” are to our sponsor, our independent directors,
Sustainable Investors Fund, LP (“Capricorn”), Seaside Holdings (Nominee) Limited (“Seaside” and, together with
Capricorn, the “A Anchor Investors”), seven other qualified institutional buyers or accredited investors not affiliated with
the company, our sponsor, our directors or any member of management (“B Anchor Investors” and, together with the A Anchor
Investors, the “Anchor Investors”), and any other holders of our founder shares prior to our initial public offering (our
“IPO”).


  


We
are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,
the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and common law of the Cayman Islands. Pursuant
to our amended and restated memorandum and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares,
$0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preferred shares,
$0.0001 par value each. Because the below is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the
warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants only for
a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time
by a warrant holder.


 


Holders
have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers
contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Additionally, the units will
automatically separate into their component parts and will not be traded after completion of our initial business combination. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade.


 


Ordinary
Shares


 


Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters
to be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to our initial
business combination, holders of our Class B ordinary shares will have the right to appoint all of our directors and remove
members of the board of directors for any reason, and holders of our Class A ordinary shares will not be entitled to vote on
the appointment of directors during such time. These provisions of our amended and restated memorandum and articles of association
may only be amended by a special resolution passed by holders of at least two-thirds of our ordinary shares attending and voting in
a general meeting. Unless specified in the Companies Act, our amended and restated memorandum and articles of association or
applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any
such matter voted on by our shareholders (other than the appointment or removal of directors prior to our initial business
combination), and, prior to our initial business combination, the affirmative vote of a majority of our founder shares is required
to approve the appointment or removal of directors. Approval of certain actions will require a special resolution under Cayman
Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our
amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.
Directors are appointed for a term of two years. There is no cumulative voting with respect to the appointment of directors, with
the result that the holders of more than 50% of the founder shares voted for the appointment of directors can appoint all of the
directors prior to our initial business combination. Our shareholders 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 memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business
combination to the extent we seek shareholder approval in connection with our initial business combination.


 


In
accordance with corporate governance requirements of the New York Stock Exchange (the “NYSE”), we are not required to hold
an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. There is no requirement under
the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting
prior to the consummation of our initial business combination.


 


We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our taxes (which interest shall be net of taxes payable), divided
by the number of then issued and outstanding public shares, subject to the limitations described herein. The per-share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to
the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly
redeem its shares. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the
completion of our initial business combination or certain amendments to our amended and restated memorandum and articles of association.
Permitted transferees of our initial shareholders, directors or officers will be subject to the same obligations.


 


Unlike
some blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote
is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by applicable law or
stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant
to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the
SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum
and articles of association require these tender offer documents to contain substantially the same financial and other information about
the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder
approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder
approval for business or other reasons, we will, like some blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. However, the participation of our
sponsor, directors, officers, advisors or any of their respective affiliates in privately-negotiated transactions, if any, could result
in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting
thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business
combination.


 






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


 


If
we seek shareholder approval in connection with our initial business combination, our initial shareholders, excluding the B Anchor Investors,
have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their
founder shares and any public shares held by them in favor of our initial business combination. If we seek shareholder approval in connection
with our initial business combination, the B Anchor Investors have agreed (and their permitted transferees will agree), pursuant to the
terms of a letter agreement entered into with us, to vote their founder shares held by them in favor of our initial business combination.
Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares
acquired by them, if any. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do
vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated memorandum and articles of association, if we have not completed our initial business combination within
24 months from the closing of our IPO, we will (1) cease all operations except for the purpose of winding up, (2) as promptly
as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any),
and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. Our initial shareholders 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 fail to complete our initial business combination within 24 months from the closing of our IPO or during any extended time that
we have to consummate a business combination as a result of a shareholder vote to amend our certificate of incorporation (an “Extension
Period”). However, if our initial shareholders, directors acquire public shares, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders at such time will
be entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision
is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders 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, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (which interest
shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein.


 





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Founder
Shares


 


The
founder shares are designated as Class B ordinary shares and are identical to the Class A ordinary shares included in the units
sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that: (1) prior to
our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders
of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject
to certain transfer restrictions, as described in more detail below; (3) our initial shareholders, directors and officers have entered
into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder
shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (ii) their
redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 24 months or during any Extension Period, or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the trust account
with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing
of our IPO or during any Extension Period (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); (4) the founder
shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier at
the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more
detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial business combination to our
public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after
our IPO in favor of our initial business combination.


 


The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights
issuances, consolidations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided
herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess
of the amounts issued in our IPO and related to the closing of our initial business combination, the ratio at which the Class B
ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding
Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that
the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of our IPO plus all Class A
ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any
shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary
shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private
placement of equity or debt.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our directors and officers and
other persons or entities affiliated with our sponsor or Anchor Investors, 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; and (B) subsequent to our initial
business combination (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other
similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction
that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.


 





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Register
of Members


 


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


 


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



 


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



 


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



 


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


 


Public
Shareholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of 30 days after the completion of our initial business combination and
12 months from the closing of our IPO, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its
warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by
a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to
settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary
shares issuable upon exercise of the warrants is then effective and a current 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, including
in connection with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00.” No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
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 the event that
a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 






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We
have agreed that as soon as practicable, but in no event later than 15 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 covering the issuance, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance
with the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary shares are, at the time of any
exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise,
each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the
fair market value and (B) 0.361 Class A ordinary shares per warrant. The “fair market value” as used in the preceding
sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading
day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00.  Once the warrants become
exercisable, we may redeem the outstanding warrants (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
not less than 30 days’ prior written notice of redemption to each warrant holder; and



 


		●	if,
and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (which we refer to
as the “Reference Value”) 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 “— Anti-dilution Adjustments”).



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the
number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution
Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


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


 


		●	in
whole and not in part;



 


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



 





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		●	if,
and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per Class A ordinary
share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and



 


		●	if
the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “— 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.



 


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


 


Pursuant
to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary
shares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company
in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A
ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.


 


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


 





	Redemption Date (period to expiration of warrants)	 	Fair Market Value of Class A Ordinary Shares	 
	 	≤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	 


 






    7


     


    

 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares
to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for
the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as
applicable. For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there
are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their
warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption
date are not as set forth in the table above, if the volume weighted average price of our Class A ordinary shares during the 10
trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share,
and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption
feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally,
as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis
in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary
shares.


 


This
redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A
ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the
outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a
time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this
redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share
threshold set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect,
receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the prospectus
related to our IPO. 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.


 






    8


     


    

 


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


 


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


 


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


 


Anti-dilution
Adjustments.  If the number of issued and outstanding Class A ordinary shares is increased by a capitalization
or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then,
on the effective date of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares
issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding Class A ordinary
shares. A rights offering made to all or substantially all holders of Class A ordinary shares entitling holders to purchase Class A
ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend
of a number of Class A ordinary shares equal to the product of (1) the number of Class A ordinary shares actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A ordinary shares) and (2) one minus the quotient of (x) the price per Class A ordinary share paid in such
rights offering and (y) the historical fair market value. For these purposes, (1) if the rights offering is for securities
convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares,
there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (2) “historical fair market value” means the volume weighted average price of Class A ordinary shares
during the 10 trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay to all or substantially all of the holders of Class A
ordinary shares a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares
on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as
described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends
and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the
substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price
will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of
any securities or other assets paid on each Class A ordinary share in respect of such event.


 






    9


     


    

 


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


 


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


 


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


 


In
case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than those described
above or that solely affects the par value of such Class A ordinary shares), or in the case of a merger or consolidation of us with
or into another corporation (other than a merger or consolidation in which we are the continuing corporation and that does not result
in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection
with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon
the terms and conditions specified in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity 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 merger or consolidation, 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 merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to
and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights
held by shareholders of the company as provided for in the company’s amended and restated memorandum and articles of association
or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is presented
to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such
maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled
to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A ordinary shares
in such a transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities
exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of
such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration
minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.


 






    10


     


    

 


The
warrants will be 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 for a complete description of the terms and conditions applicable
to the warrants. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder
for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement
to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to our IPO, or defective
provision or (ii) 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 and (b) all other modifications or amendments require the vote or written consent of at least
50% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants
or any provision of the warrant agreement with respect to the private placement warrants, at least 50% of the then outstanding private
placement warrants.


 


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


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We
have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel
fees 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.


 


Certain
Differences in Corporate Law


 


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


 






    11


     


    

 


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


 


Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger
or consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a
special resolution (usually a majority of 662⁄3% in value who attend and vote at a general meeting) of the shareholders of each
company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares
of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest
of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is
satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar
of Companies will register the plan of merger or consolidation.


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the
directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they
are of the opinion that the requirements set out below have been met: (1) that the merger or consolidation is permitted or not prohibited
by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated,
and that those laws and any requirements of those constitutional documents have been or will be complied with; (2) that no petition
or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign
company in any jurisdictions; (3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction
and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order,
compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign
company are and continue to be suspended or restricted.


 


Where
the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required
to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been
met: (1) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and
not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest
granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained,
released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the
foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied
with; (3) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered
or exist under the laws of the relevant foreign jurisdiction; and (4) that there is no other reason why it would be against the
public interest to permit the merger or consolidation.


 


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


 






    12


     


    

 


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


 


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



 


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



 


		●	the
arrangement is such as a business-person would reasonably approve; and



 


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



 


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


 


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


 


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


 






    13


     


    

 


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


 


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



 


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



 


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



 


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


 


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


 


We
have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) to recognize or enforce
against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws
of the United States or any state and (2) in original actions brought in the Cayman Islands, to impose liabilities against
us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the
liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the
Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a
competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain
conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a
liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the
same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to
natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to
public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special
Considerations for Exempted Companies.  We are an exempted company with limited liability (meaning our public
shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares)
under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that
is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted
company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges
listed below:


 


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



 


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



 


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



 


		●	an
exempted company may issue negotiable or bearer shares or shares with no par value;



 


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



 





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



 


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



 


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



 


Our
Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association contain certain requirements and restrictions relating to our IPO that will
apply to us until the completion of our initial business combination. These provisions (other than amendments relating to provisions
governing the appointment or removal of directors prior to our initial business combination, which require the approval of holders of
at least two-thirds of our ordinary shares attending and voting in a general meeting) cannot be amended without a special resolution.
As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (1) holders
of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary
shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given
or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Other than as described above, our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the
lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
initial shareholders may participate in any vote to amend our amended and restated memorandum and articles of association and will have
the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide,
among other things, that:


 


		●	if
we have not completed our initial business combination within 24 months from the closing of our IPO, we will: (1) cease all operations
except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, 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 and which interest shall be net of taxes payable), divided by the number of then issued and outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;



 


		●	prior
to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (1) receive
funds from the trust account or (2) vote as a class with our public shares on any initial business combination;



 


		●	although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our
officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested
directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders
fairness opinions on the type of target business we are seeking to acquire that such a business combination is fair to our company from
a financial point of view;



 


		●	if
a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business
or other 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;



 





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		●	as
long as our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses or assets
with a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital
purposes and excluding the amount of any deferred underwriting discount held in trust);



 


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



 


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



 


In
addition, our amended and restated memorandum and articles of association provide 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 following such redemptions.


 


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


 


Anti-Money
Laundering — Cayman Islands


 


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


 


We
reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases the directors may
be satisfied that no further information is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision)
of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each
application, a detailed verification of identity might not be required where:


 


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



 


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



 






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



 


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


 


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


 


We
also reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment
to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant
jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in
any applicable jurisdiction.


 


If
any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is
engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came
to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person
will be required to report such knowledge or suspicion to (1) the Financial Reporting Authority of the Cayman Islands, pursuant
to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering
or (2) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law
(2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such
a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment
or otherwise.


 


Data
Protection — Cayman Islands


 


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


 


In
this subsection, “we”, “us,” “our” and the “Company” refers to SDCL EDGE Acquisition
Corporation or our affiliates and/or delegates, except where the context requires otherwise.


 


Privacy
Notice


 


Introduction


 


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


 


Investor
Data


 


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


 






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


 


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


 


Who
this Affects


 


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


 


How
the Company May Use a Shareholder’s Personal Data


 


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


 


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



 


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



 


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



 


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


 


Why
We May Transfer Your Personal Data


 


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


 


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


 


The
Data Protection Measures We Take


 


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


 


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


 






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


 


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


 


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


 


Listing
of Securities


 


Our
units, Class A ordinary shares and warrants are listed on the NYSE under the symbols “SEDA.U” “SEDA” and
“SEDA WS” respectively.


 





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