Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary of the material terms of certain securities of Jupiter Acquisition Corporation, a Delaware corporation (“we,”
“us,” “our,” “the company” or “our company”), is not intended to be a complete summary
of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate
of incorporation, our bylaws and the warrant agreement, dated August 12, 2021, between the company and Continental Stock Transfer &
Trust Company (the “Warrant Agreement”), in each case incorporated by reference as exhibits to the company’s Annual
Report on Form 10-K (the “Report”) of which this exhibit is a part, and applicable Delaware law, including the Delaware General
Corporation Law (the “DGCL”).


 


As
of the end of the period covered by the Report, we had the following three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, each consisting of one share of Class A common stock and
one-half of one warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) warrants, each whole warrant exercisable for
one share of Class A common stock at an exercise price of $11.50. This exhibit also references the company’s Class B common stock,
par value $0.0001 per share (“Class B common stock” or “founder shares”), which is not registered pursuant to
Section 12 of the Exchange Act but is convertible into Class A common stock. The description of the Class B common stock is included
to assist in the description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor”
are to Jupiter Founders LLC, a Delaware limited liability company, and references to our “initial stockholders” are to the
holders of our founder shares prior to our initial public offering (or their permitted transferees). Terms used but not defined herein
shall have the meaning ascribed to such terms in the Report.


 


General


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common
stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated
preferred stock, par value $0.0001 per share.


 


Our
units, Class A common stock and warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “JAQCU,”
“JAQC” and “JAQCW,” respectively. 


 


Units


 


Each
unit consists of one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the Warrant
Agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means 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 commenced separate trading on October 1, 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


 


Nomura
Securities International, Inc., an underwriter of our initial public offering (“Nomura”), has indicated its intent, if so
requested by us, to use its commercially reasonable efforts to underwrite, arrange and/or syndicate up to $400 million of additional
financing for us in the form of equity or debt (or a combination thereof) in connection with our initial business combination, subject
to market conditions and on terms and conditions satisfactory in all respects to Nomura in its sole judgment and determination. The additional
financing arrangement is not anticipated to have any impact on the redemption price of the Class A common stock, the conversion ratio
of Class B common stock to Class A common stock or the exercise of the warrants, in each case as described in more detail below and in
our final prospectus.


 






     


     


    

 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard
to our directors prior to our initial business combination as described below under the heading “Founder Shares,” holders
of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to
a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws,
or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares
of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be
entitled to vote on the election of directors during such time.


 


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 required to hold an annual meeting no later than one full 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 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 of our initial public offering. Our sponsor, 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 any founder shares, private shares and any public shares held by them in connection with the completion of our initial business
combination. 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 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 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.


 






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However,
the participation of our sponsor, initial stockholders, officers, directors, advisors or their affiliates in privately-negotiated transactions,
if any, could result in the approval of our initial business combination even if a majority of our public 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 sponsor, initial stockholders, officers and directors, 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 our initial public offering, which we refer to as the “Excess Shares.” However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our
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. 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 sponsor, initial
stockholders, officers and directors have agreed to vote their founder shares, private shares and any public shares they may purchase
(including in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition
to our initial stockholders’ founder shares and private shares, we would need only 5,613,076, or approximately 35.6% (assuming
all outstanding shares are voted), or 538,689, or approximately 3.4% (assuming only the minimum number of shares representing a quorum
are voted), of the 15,761,850 public shares sold in our initial public offering to be voted in favor of an initial business combination
in order to have our initial business combination approved. Furthermore, if our anchor investors vote all of the public shares underlying
the 13,365,000 units they acquired in our initial public offering in favor of an initial business combination, we would not need any
of the other public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have
our initial business combination approved. Although our anchor investors are not contractually obligated to vote in favor of an initial
business combination, their interest in certain of our founder shares may provide an incentive for them to do so. 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 do not complete our initial business combination by August 17, 2023,
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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our sponsor, initial stockholders, officers and directors have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares held by them if we fail to complete our initial business combination by August 17, 2023.
However, if our sponsor, initial stockholders, officers or 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.


 






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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 public stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units sold in our initial public offering, and holders
of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain
transfer restrictions, as described in more detail below, (ii) our sponsor, 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 any founder
shares, private shares and any public shares held by them in connection with the completion of our initial business combination, (B)
to waive their redemption rights with respect to their founder shares, private shares and 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 to redeem 100% of our public shares if we do not complete
our initial business combination by August 17, 2023 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 or private shares held by them if we fail to complete our initial business combination by August 17, 2023, 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, or at any time prior thereto at the
option of the holder, on a one-for-one basis, subject to adjustment as described herein and in our amended and restated certificate of
incorporation, and (iv) are entitled to registration rights. If we submit our initial business combination to our public stockholders
for a vote, our sponsor, initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote their founder
shares, private shares and any public shares they may purchase (including in open market and privately negotiated transactions) in favor
of our initial business combination. Permitted transferees of the founder shares held by our sponsor, initial stockholders, officers
and directors would be subject to the same restrictions applicable to our sponsor, initial stockholders, officers and directors.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any
such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock
outstanding upon completion of our initial public offering (not including the shares of Class A common stock underlying the private placement
units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business
combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination
and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot
determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to
waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing
conditions which are part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring
an initial business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions
of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our
Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived,
the issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares may also
elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as
provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible,
exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with our initial business
combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for
purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants
or similar securities.


 






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With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to certain permitted transferees described
in our final prospectus, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the
completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported 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.


 


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


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our
board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a
change of control of us or the removal of existing management. 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.


 


Redeemable
Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our 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 August 17, 2022 and 30 days after the completion of our initial
business combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares
of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”),
with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current,
subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not
be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of
Class A common stock underlying such unit.


 






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We
have not registered the shares of Class A common stock issuable upon exercise of the warrants. However, 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 for the registration under the Securities Act of the shares of Class
A common stock issuable upon exercise of the warrants and thereafter will use our commercially reasonable efforts to cause the same to
become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to
the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions
of the Warrant Agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” of our Class A common stock over the exercise price of
the warrants by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph
shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day
prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available,
holders will not be able to exercise their warrants on a cashless basis.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00.


 


Once
the warrants become exercisable, we may call the warrants for redemption (except as described herein with respect to the private 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 shares of our Class A common stock for any
                                            20 trading days within a 30-trading day period ending three business days before
                                            we send to the notice of redemption to the warrant holders (which we refer to as the “Reference
                                            Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
                                            reorganizations, recapitalizations and the like and certain issuances of Class A common stock
                                            and equity-linked securities).



 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt
from registration. We will use our commercially reasonable efforts to register or qualify such shares of common stock under the blue
sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering.


 


We
have established the $18.00 per share (as adjusted) redemption criteria 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 its warrant prior to the scheduled redemption
date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities)
as well as the $11.50 warrant exercise price after the redemption notice is issued.


 






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Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00.


 


Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private warrants):


 


		●	in
                                            whole and not in part;



 


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



 


		●	if,
                                            and only if, the Reference Value (as defined above under “Redemption of warrants when
                                            the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds
                                            $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                            and the like and certain issuances of Class A common stock and equity-linked securities);
                                            and



 


		●	if
                                            the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends,
                                            reorganizations, recapitalizations and the like and certain issuances of Class A common stock
                                            and equity-linked securities) the private warrants must also be concurrently called
                                            for redemption on the same terms (except as described above with respect to a holder’s
                                            ability to cashless exercise its warrants) as the outstanding public warrants, as described
                                            above.



 


The
numbers in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon cashless exercise
in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class
A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed
for $0.10 per warrant), determined based on the volume weighted average price for the ten 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 ten-trading day period described above ends.


 


Pursuant
to the Warrant Agreement, references above to Class A common stock shall include a security other than Class A common stock into which
the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the tables below will not be adjusted solely as a result of us not being the surviving entity following our initial business
combination.


 


The
stock 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 is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. The
adjusted stock prices in the column headings will equal the stock 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.


 






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	Redemption
Date (period to

 expiration of warrants)
	 	Fair
    Market Value of Class A Common Stock
	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3
    months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0
    months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 


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


 


This
redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private warrants) when the trading price for the Class A common stock exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our
Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with
the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise
their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants
based on an option pricing model with a fixed volatility input as of the date of our final prospectus. This redemption right provides
us an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure
as the warrants would no longer be outstanding and would have been exercised or redeemed, and we will effectively be required to pay
the 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 common stock is trading at a price starting at $10.00, which is below the exercise
price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders
with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares of Class A common stock. If we
choose to redeem the warrants when the Class A common stock is trading at a price below the exercise price of the warrants, this could
result in the warrant holders receiving fewer shares of Class A common stock than they would have received if they had chosen to wait
to exercise their warrants for shares of Class A common stock if and when shares of Class A common stock were trading at a price higher
than the exercise price of $11.50 per share.


 


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


 


Redemption
Procedures and Cashless Exercise.


 


If
we call the warrants for redemption as described above under “— Redemption of warrants when the price per share of Class
A common stock equals or exceeds $18.00,” our management will have the option to require all holders that wish to exercise warrants
to do so on a “cashless basis” (such option, the “Cashless Exercise Option”). In determining whether to require
all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash
position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares
of Class A common stock issuable upon the exercise of our warrants. 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 excess of the “fair market value” (defined below)
over the exercise price of the warrants by (y) the fair market value. The “fair market value” for this purpose shall mean
the average last reported sale price of the Class A common stock for the ten 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. If our management takes advantage of this Cashless Exercise
Option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to
be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise
in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe
this Cashless Exercise Option feature is an attractive option to us if we do not need the cash from the exercise of the warrants after
our initial business combination. If we call our warrants for redemption and our management does not take advantage of this Cashless
Exercise Option, our initial stockholders and their permitted transferees would still be entitled to exercise their private warrants
for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had
management taken advantage of this Cashless Exercise Option, as described in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 






    9


     


    

 


Anti-Dilution
Adjustments.


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to all or substantially all of the holders of Class A common stock on account of such shares of Class A common stock
(or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares
of Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed
$0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in
an adjustment to the exercise price or to the number of shares of Class A common stock issuable on exercise of each warrant) but only
with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend 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 to redeem 100% of our Class A common stock if we do not complete our initial business combination by August 17,
2023 or (ii) with respect to any other provision relating to stockholders’ 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 share of Class A common stock in respect of such event.


 


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


 


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


 


In
addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per
share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors
and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares
held by our initial stockholders or their 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 common stock during the 20 trading day period starting on the trading
day prior to the day on which we complete 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, and the $10.00 and $18.00 per share redemption trigger prices described above under “Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the
price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and
180% of the higher of the Market Value and the Newly Issued Price, respectively.


 






    10


     


    

 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in
any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable
in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the
warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the
Warrant Agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants
when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise
do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant.
This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that
the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating
fair market value where no quoted market price for an instrument is available.


 


The
warrants were issued in registered form under the Warrant Agreement, which provides that the terms of the warrants may be amended without
the consent of any holder (i) to cure 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 our final prospectus, or to cure, correct or supplement
any defective provision, (ii) to make any amendments that are necessary in the good faith determination of our board of directors (taking
into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements or (iii)
to add or change any other 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 interests of the registered holders
of the warrants, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants; provided that, solely with respect to any amendment
to the terms of the private warrants or any provision of the Warrant Agreement with respect to the private warrants that does not adversely
affect any of the terms of the public warrants, such amendment will require only the written consent or vote of the registered holders
of at least 50% of the then outstanding private warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted
on by stockholders.


 






    11


     


    

 


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 shares of Class A common
stock to be issued to the warrant holder.


 


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


 


Private
Placement Units


 


The
private placement units are identical to the units sold in our initial public offering except that, so long as they are held by the initial
purchasers or their permitted transferees, the private placement units (including the underlying securities) are subject to certain
transfer restrictions until 30 days after the completion of our initial business combination, subject to certain limited exceptions,
and the holders thereof are entitled to certain registration rights, and the underlying warrants: (i) will not be redeemable by
us (except as set forth above under “— Redemption of warrants when the price per share of Class A common stock equals or
exceeds $10.00”); (ii) may be exercised by the holders on a cashless basis; and (iii) with respect to private warrants held by
the underwriters of our initial public offering or their employees, will not be exercisable more than five years from the commencement
of sales of our initial public offering in accordance with FINRA Rule 5110(g)(8)(A). If the private placement units are held by holders
other than the initial purchasers or their permitted transferees, the warrants underlying the private placement units will be redeemable
by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in our
initial public offering.


 


If
holders of the private warrants elect to exercise such warrants on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the
average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date
on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this
time whether they will be affiliated with us following an initial business combination. If they are affiliated with us following an initial
business combination, their ability to sell our securities in the open market will be significantly limited. We expect to have policies
in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time
when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material
non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon
exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe
that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may
be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account
released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside
the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up
to $1,500,000 of such loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would
be identical to the private placement units.


 


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.


 






    12


     


    

 


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
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public offering
that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval
of the holders of 65% of our common stock. Our initial stockholders 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 do not complete our initial business combination by August 17, 2023, 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 each case to our obligations under Delaware law to provide for
                                            claims of creditors and the requirements of other applicable law;



 


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



 


		●	We
                                            are not prohibited from entering into an initial business combination with a target business
                                            that is affiliated with our sponsor, our directors or our officers. 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 that is a member of FINRA or an independent accounting
                                            firm 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 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 our 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 the deferred
                                            underwriting commissions and 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 to redeem 100% of our public shares if we do not
                                            complete our initial business combination by August 17, 2023 or (ii) with respect to any
                                            other provision relating to stockholders’ rights or pre-initial 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.



 






    13


     


    

 


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


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated 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
amended and restated certificate of incorporation provides that our board of directors is classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.


 


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


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation 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 other similar 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, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) any action arising under the Securities Act or the Exchange Act, as to which the Court of Chancery and the federal district court
for the District of Delaware shall have concurrent 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 Delaware 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, although our stockholders will not be deemed to have waived our compliance with federal
securities laws and the rules and regulations thereunder.


 






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Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law. 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.


 


Special
meeting of stockholders


 


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


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the 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 effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified
board of directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms.
Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution
of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any
time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares
of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board
of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of
our directors then in office. However, prior to our initial business combination, only holders of our founder shares will have
the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors
during such time.


 


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 of 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.


 






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Securities
Eligible for Future Sale


 


Immediately
after the consummation of our initial public offering, including the partial exercise of the underwriters’ over-allotment option,
there were 20,297,549 shares of common stock outstanding. Of these shares, the 15,761,850 public shares sold in our initial public
offering are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by
one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 3,940,462 founder shares and all
595,237 private placement units are restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering, and the founder shares and private placement units (including the underlying securities) are subject to transfer restrictions
as set forth herein. These restricted securities are 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 Class A common stock then outstanding; or



 


		●	the
                                            average weekly reported trading volume of the Class A 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;



 






    16


     


    

 


		●	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 founder shares, private placement units, private shares or private warrants,
as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founder shares, private placement units, private shares, private warrants and units that may be issued upon conversion
of working capital loans and the shares and warrants included therein (and any shares of Class A common stock issuable upon the exercise
of the private warrants and warrants included in the units that may be issued upon conversion of working capital loans and upon conversion
of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into on August 12, 2021,
requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).
The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters of our initial public offering may not
exercise their demand and “piggy-back” registration rights after August 12, 2026 and August 12, 2028, respectively, and may
not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such
registration statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on Nasdaq under the symbols “JAQCU,” “JAQC” and “JAQCW,”
respectively.


 


 


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