Exhibit 4.4 


 


DESCRIPTION OF SECURITIES 


THRIVE ACQUISITION COPRORATION 


REGISTERED PURSUANT TO SECTION 12 OF THE 


SECURITIES EXCHANGE ACT OF 1934


 


The following description sets forth certain material
terms and provisions of the securities of Thrive Acquisition Corporation (“we”, “us”, or “our”) that
are registered under Section 12 of the Securities Act of 1934, as amended (the “Exchange Act”). The following description
of our securities is not complete and may not contain all the information you should consider before investing in our securities. This
description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum and articles of association,
which is incorporated herein by reference. Defined terms used herein, but otherwise not defined, shall have the meaning ascribed to them
in this Annual Report on Form 10-K.


 


We have three classes of securities registered under
the Exchange Act: our Class A ordinary shares, $0.0001 par value per share; warrants to purchase our Class A ordinary shares; and units
consisting of one Class A ordinary share and one-half of one redeemable warrant. In addition, this Description of Securities also contains
a description of our Class B ordinary shares, par value $0.0001 per share (“Founder Shares”), which are not registered pursuant
to Section 12 of the Exchange Act but are convertible into shares of Class A ordinary shares. The description of Founder Shares is necessary
to understand the material terms of the Class A ordinary shares.


 


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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s
Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


The Class A ordinary shares and warrants comprising
the units began separate trading on December 8, 2021 and holders have the option to continue to hold units or separate their units into
the component securities.


 


Ordinary Shares


 


As of March 31, 2022, 21,562,500 of our ordinary
shares were outstanding, including:


 


		●	17,250,000 Class A ordinary shares underlying the units issued as part of our Initial Public Offering; and



 


		●	4,312,500 Class B ordinary shares held by our Sponsor, directors, special advisor and other third parties.



 


Ordinary shareholders of record are entitled to one
vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except
as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are
voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant to our
amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles
of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes,
each of which will generally serve for a term of three years (except for those directors appointed prior to our first annual meeting of
shareholders) with only one class of directors being elected in each year. There is no cumulative voting with respect to the appointment
of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can elect all of
the directors. Our shareholders 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 Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an Initial Business Combination, holders
of a majority of our Founder Shares may remove a member of the board of directors for any reason. The provisions of our amended and restated
memorandum and articles of association governing the appointment or removal of directors prior to our Initial Business Combination may
only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting
which shall include the affirmative vote of a simple majority of our Class B ordinary shares.


 


Because our amended and restated memorandum and articles
of association will 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
will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our Initial Business Combination.


 


Our board of directors is divided into three classes
with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual
meeting of shareholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to
hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the
Companies Act for us to hold annual or general meetings to appoint directors. We may not hold an annual general meeting to elect new directors
prior to the consummation of our Initial Business Combination. Prior to the completion of an Initial Business Combination, any vacancy
on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares. In addition, prior to the
completion of an Initial Business Combination, holders of a majority of our Founder Shares may remove a member of the board of directors
for any reason.


 


We will provide our 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, if any, divided by the number of the then-outstanding public shares, subject to
the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share. The per
share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must
identify itself in order to valid redeem its shares. Our amended and restated memorandum and articles of association provides that
only public shares and not any Founder Shares are entitled to redemption rights. In addition, our Sponsor and each member of our
management team and our special advisor have entered into an 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 (i) the completion of our
Initial Business Combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the
right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if we
do not complete our Initial Business Combination within 15 months from the closing of our Initial Public Offering or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many 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 Combination even when a vote is not required
by law, if a shareholder 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 will 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 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 shareholder approval of our Initial Business Combination, we will complete our Initial
Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the
participation of our Sponsor, officers, directors, special advisor or their affiliates in privately-negotiated transactions (as
described in our prospectus), if any, could result in the approval of our Initial Business Combination even if a majority of our
public shareholders vote, or indicate their intention to vote, against such Initial Business Combination. For purposes of seeking
approval of 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. Our amended and restated memorandum and articles of association will require that at
least five days’ notice will be given of any general meeting.



 






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If we seek shareholder approval of our Initial
Business Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to the tender
offer rules, our amended and restated memorandum and articles of association provides 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 Excess Shares, without
our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our Initial Business Combination. Our shareholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive
redemption distributions with respect to the Excess Shares if we complete our Initial Business Combination. And, as a result, such
shareholders will continue to hold that number of shares exceeding 15% 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 of our Initial Business
Combination, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In
such case, our Sponsor and each member of our management team, our directors and our special advisor have agreed to vote their Founder
Shares and public shares in favor of our Initial Business Combination (unless a greater vote is required by applicable law or stock exchange
rules). Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against
the proposed transaction or vote at all.


 


Pursuant to our amended and restated memorandum and
articles of association, if we have not consummated an Initial Business Combination within 15 months from the closing of our Initial Public
Offering (or 18 months from the closing of our Initial Public Offering if we extend the time to complete a business combination as described
in our prospectus), 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, 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, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board 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 Sponsor and each member of our management
team, our directors and our special advisor have entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate an Initial
Business Combination within 15 months from the closing of our Initial Public Offering (or 18 months from the closing of our Initial Public
Offering if we extend the time to complete a business combination as described in our prospectus) 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). Our amended and restated memorandum and articles of association provides
that, if we wind up for any other reason prior to the consummation of our Initial Business Combination, we will follow the foregoing procedures
with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.


 


In the event of a liquidation, dissolution or winding
up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary
shares.


 


Our shareholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with
the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any,
divided by the number of the then-outstanding public shares, 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, except as described below, are identical to the Class A ordinary shares included in the units that were sold in our Initial
Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that: (a) prior to our
Initial Business Combination, only holders of the Class B ordinary shares have the right to vote on the appointment of directors and holders
of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason; (b) the Founder Shares are
subject to certain transfer restrictions, as described in more detail below; (c) our amended and restated memorandum and articles of association
provides that only public shares and not any Founder Shares are entitled to redemption rights, and further our Sponsor and each member
of our management team and our special advisor have entered into an agreement with us, pursuant to which they have agreed to (i) waive
their redemption rights with respect to their Founder Shares (ii) waive their redemption rights with respect to their Founder Shares and
public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial
Business Combination within 15 months from the closing of our Initial Public Offering (or 18 months from the closing of our Initial Public
Offering if we extend the time to complete a business combination as described in our prospectus) or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the Trust
Account with respect to any Founder Shares they hold if we fail to consummate an Initial Business Combination within 15 months from the
closing of our Initial Public Offering (or 18 months from the closing of our Initial Public Offering if we extend the time to complete
a business combination as described in our prospectus) 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); (d) 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 holders thereof as described herein; and (e) the Founder Shares are entitled to registration
rights. If we seek shareholder approval of our Initial Business Combination, we will complete our Initial Business Combination only if
we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our management team, our directors
and our special advisor have agreed to vote their Founder Shares and public shares in favor of our Initial Business Combination.


 


The Founder Shares are designated as Class B ordinary
shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will
not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an Initial Business
Combination) at the time of our Initial Business Combination or earlier at the option of the holders thereof at a ratio such that the
number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, subject to adjustment for share sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our Initial Public Offering,
plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business
Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the Initial Business Combination and any private placement warrants issued to
the private placement warrants investors, any of their affiliates or any member of our management team and our special advisor upon conversion
of working capital loans. In accordance with our amended and restated memorandum and articles of association, the foregoing adjustment
provisions may be waived on behalf of all holders of Class B ordinary shares as to any particular issuance or deemed issuance of additional
Class A ordinary shares or equity-linked securities by the holders of a majority of the issued and outstanding Class B ordinary shares.
In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.


 




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Except as described herein, the private placement
warrants investors and our other directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares
until earliest of (A) one year after the completion of our Initial Business Combination and (B) subsequent to our Initial Business Combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations,
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, 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. Any permitted transferees would be subject to the same restrictions and other agreements of the private
placement warrants investors and our other directors and executive officers with respect to any Founder Shares.


 


Prior to our Initial Business Combination, only holders
of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment directors during such time. In addition, prior to the completion of an Initial Business Combination, holders
of a majority of our Founder Shares may remove a member of the board of directors for any reason. These provisions of our amended and
restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of our
ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class
B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our
Initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our public shares will
vote together as a single class, with each share entitling the holder to one vote.


 


Register of Members


 


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


 


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



 


		●	whether voting rights are attached to the share in issue;



 


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



 


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



 


Under Cayman Islands law, the register of members
of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact
on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering,
the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated,
the shareholders recorded in the register of members will 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.


 


Preferred Stock 


 


Our amended and restated memorandum and articles
of association authorizes 5,000,000 preference shares and provides that preference shares may be issued from time to time in one or more
series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could
adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability
of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at the date hereof.
Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.


 




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Redeemable Warrants 


 


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 one year from the closing of our Initial Public Offering and 30 days after the completion of our Initial Business Combination,
except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of 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. 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating
thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise
of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt
under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the
two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise
such warrant and such warrant may have no value and expire worthless. In no event will we be required to cashless settle any warrant.
In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant
will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but in
no event later than 20 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 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 to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;
provided that 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 we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is
not effective by the 60th business day after the closing of the Initial Business Combination, warrant holders may, until such time as
there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but
we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of 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” (as defined below) over the exercise price of the warrants
by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted
average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of
exercise is received by the warrant agent.


 






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





 


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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders.



 


We will not redeem the warrants
as described above unless a registration statement under the Securities Act covering the issuance of the 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 well as the $11.50 (for whole shares) warrant exercise price after the redemption notice
is issued.


 


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


 


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


 


		●	in whole and not in part;



 


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



 


		●	if, and only if, the closing price of our Class A ordinary
shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders; and



 


		●	if the closing price of the Class A 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 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), the private placement warrants must also be concurrently called for redemption on the same
terms as the outstanding public warrants, as described above.



 




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Beginning on the date the notice of redemption is
given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the
table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary
shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for
$0.10 per warrant), determined for these purposes based on 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. 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, 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 and the denominator of which is $10.00 and (b) in
the case of an adjustment, 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


 




    8


     


    

 


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


 


This redemption feature differs from the typical
warrant redemption features used in 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 public 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 our Initial Public Offering. This redemption right provides us with an additional mechanism
by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no
longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we
determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best
interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when
the Class A 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.


 




    9


     


    

 


Redemption procedures 


 


A holder of a warrant may notify us in writing in
the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 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 outstanding Class A ordinary shares
is increased by a capitalization or share dividend paid in Class A ordinary shares to all or substantially all holders of 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 outstanding Class A ordinary shares. A rights offering made to all or substantially all holders of ordinary shares
entitling holders to purchase Class A ordinary shares at a price less than the “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 (i) the number of Class A ordinary
shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible
into or exercisable for Class A ordinary shares) and (ii) 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, (i) if the rights offering is for securities convertible
into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into
account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical
fair market value” means the volume weighted average price of Class A ordinary shares as reported 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 a dividend or make a distribution in cash, securities or other assets to all or substantially all of
the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are
convertible), other than


(a) as described above, (b) any cash dividends or
cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A
ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as
adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment
to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount
of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the
holders of Class A ordinary shares in connection with a proposed Initial Business Combination, (d) to satisfy the redemption rights of
the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to
have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if we do not complete
our Initial Business Combination within 15 months from the closing of our Initial Public Offering (or 18 months from the closing of our
Initial Public Offering if we extend the time to complete a business combination as described in our prospectus) or (B) with respect to
any other provision relating to the rights of holders of our Class A ordinary shares, (e) as a result of the repurchase of Class A ordinary
shares by us if a proposed Initial Business Combination is presented to our shareholders for approval, or (f) in connection with the redemption
of our public shares upon our failure to complete our Initial Business Combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each Class A ordinary share in respect of such event.


 


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


 




    10


     


    

 


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


 


In addition, if (x) we issue additional Class A ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our Initial Business Combination at
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 Found Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our Initial Business Combination on the date of the consummation of our Initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of our 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 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


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


 






    11


     


    

 


The warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or 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 prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares
as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or
questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties
deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least
50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders.


 


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. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued
to the warrant holder.


 


Private Placement Warrants 


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our Initial Public Offering.
The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the completion of our Initial Business Combination (except pursuant to limited
exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement
warrants) and they will not be redeemable by us so long as they are held by the private placement warrants investors or their permitted
transferees (except as otherwise set forth herein). The private placement warrants investors or their permitted transferees have the option
to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than the private
placement warrants investors or their permitted transferees, the private placement warrants 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 being sold in our Initial Public Offering.
Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants will require a vote of holders of at least 50% of the number of the then outstanding private placement warrants.


 


Except as described above, if holders of the private
placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants
for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value” over the exercise price of the
warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall mean the average
reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on
a cashless basis so long as they are held by the private placement warrants investors or their permitted transferees is because it is
not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their
ability to sell our securities in the open market may be significantly limited. We expect to have policies in place that restrict insiders
from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to
sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in
the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 




    12


     


    

 


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. Up to $1,500,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants.


 


Dividends 


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our 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 condition
subsequent to completion of our Initial Business Combination. The payment of any cash dividends subsequent to our Initial Business Combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with a business combination,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent 


 


The transfer agent for our ordinary shares and warrant
agent for our warrants is Continental Stock Transfer &


Trust Company. We have agreed to indemnify Continental
Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors,
officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity,
except for any claims and losses due to any gross negligence or intentional misconduct 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.


 


Mergers and Similar Arrangements.


 


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


 


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


 




    13


     


    

 


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


 


Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able
to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of
the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or
consolidated company (a) consent or approval to the transfer has been obtained, released or waived;


(b) the transfer is permitted by and has been approved
in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with
respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming
effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no
other reason why it would be against the public interest to permit the merger or consolidation.


 


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


 




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


 


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



 


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



 


		●	the arrangement is such as a businessman would reasonably approve; and



 


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



 


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


 


Squeeze-out Provisions.


 


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


 


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


 


Shareholders’ Suits.


 


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


 


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



 


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



 


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



 




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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 (i) to recognize or enforce against us judgments of courts of the United States
predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original
actions brought in the


Cayman Islands, to impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities
imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands
of judgments obtained in the


United States, the courts of the Cayman Islands will
recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the
principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment
has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be
final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands
judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement
of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be
held to be contrary to public policy). A


Cayman Islands Court may stay enforcement proceedings
if concurrent proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies.


 


We are an exempted company with limited liability
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:


 


		●	an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;



 


		●	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 shares with no par value;



 


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



 


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



 


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



 


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



 




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“Limited liability” means that the liability
of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil).


 


Amended and Restated Memorandum and Articles of
Association


 


Our amended and restated memorandum and articles
of association contain provisions designed to provide certain rights and protections 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 a special resolution
under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders entitled to vote and so voting at a general meeting for which notice specifying the intention to propose
the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous
written resolution of all of the company’s shareholders. Other than as described above, our amended and restated memorandum and
articles of association provides that special resolutions must be approved either by at least two-thirds of our shareholders who attend
and vote at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written
resolution of all of our shareholders.


 


Our initial shareholders and their permitted transferees,
if any, who, as of the date of this report, collectively beneficially own 20% of our ordinary shares, will participate in any vote to
amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose.
Specifically, our amended and restated memorandum and articles of association provides, among other things, that:


 


		●	If we have not consummated an Initial Business Combination within 15 months from the closing of our Initial
Public Offering (or 18 months from the closing of our Initial Public Offering if we extend the time to complete a business combination
as described in our prospectus), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay dissolution
expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board 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 or in connection with our Initial Business Combination, we may not issue additional securities that
would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with our public shares (a) on our
Initial Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an Initial
Business Combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the
time we have to consummate a business combination beyond 15 months from the closing of our Initial Public Offering (or 18 months from
the closing of our Initial Public Offering if we extend the time to complete a business combination as described in our prospectus) or
(y) amend the foregoing provisions;



 


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



 


		●	If a shareholder vote on our Initial Business Combination 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 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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		●	So long as our securities are then listed on Nasdaq, our Initial Business Combination must occur with one
or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding
the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of
the agreement to enter into the Initial Business Combination;



 


		●	If our shareholders approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial
Business Combination within 15 months from the closing of our Initial Public Offering (or 18 months from the closing of our Initial Public
Offering if we extend the time to complete a business combination as described in our prospectus) or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares, 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, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; 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 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.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution which requires the
approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a
general meeting or by way of unanimous written resolution. A company’s articles of association may specify that the approval of
a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may
amend its memorandum and articles of association regardless of whether its memorandum and articles of association 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 officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting
public shareholders with the opportunity to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


In order to comply with legislation or regulations
aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity 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 (As Revised) of the Cayman Islands, as amended and revised from
time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity
might not be required where:


 


		a)	the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations
(As Revised) or is a majority-owned subsidiary of such a business; or



 




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		b)	the subscriber is acting in the course of a business in relation to which a regulatory authority exercises
regulatory functions and which has a low risk of money laundering any terrorist financing (as determined in our sole discretion (a “Low
Risk Jurisdiction”) or is a majority-owned subsidiary of such subscriber; or



 


		c)	the subscriber is a central or local government organization, statutory body or agency of government in the
Cayman Islands or a Low Risk Jurisdiction; or



 


		d)	the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements
which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company;
or



 


		e)	the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees
of an entity referred to in sub-paragraphs (a) to (d); or



 


		f)	the application is made through an intermediary which falls within one of sub-paragraphs (a) to (e). In this
situation the company may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and verification
procedures on the applicant for business and its beneficial owners have been carried out; (ii) the nature and intended purpose of the
business relationship; (iii) that the intermediary has identified the source of funds of the applicant for business; and (iv) that the
intermediary shall make available copies of any identification and verification data or information and relevant documents.



 


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 (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (As


Revised) of the Cayman Islands if the disclosure
relates to criminal conduct or money laundering or (ii) a police officer of the rank of constable or higher, or the Financial Reporting
Authority, pursuant to the Terrorism Act (As


Revised) of the Cayman Islands, if the disclosure
relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence
or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 






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


 


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


 


Our authorized but unissued Class A ordinary shares
and preference shares will be available for future issuances without shareholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved Class A ordinary shares and preference 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.





 


Registration Rights 


 


The holders of the Founder Shares, private placement
warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the
exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled
to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale. The holders will
have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415 under the Securities
Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short form registration demands,
that we register such securities. In addition, the holders will be entitled to certain “piggy-back” registration rights with
respect to registration statements filed subsequent to our completion of our Initial Business Combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.


 


Except as described herein, the private placement
warrants investors and our other directors and executive


officers have agreed not to transfer, assign or sell
their Founder Shares until the earliest of (A) one year after the completion of our Initial Business Combination and (B) subsequent to
our Initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after 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. Any permitted transferees will be subject to the same restrictions and other
agreements of our Sponsor with respect to any Founder Shares.


 


Listing of Securities 


 


We are approved to have our units listed on Nasdaq
under the symbol “THAC.U”. The Class A ordinary shares and warrants are listed on Nasdaq under the symbols “THAC”
and “THAC.W,” respectively.


 


 


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