Exhibit

4.2




 




DESCRIPTION

OF SECURITIES




 





The following description
of Blue Whale Acquisition Corp I's (the “Company,” “we”, “us” or "our") securities is a
summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended
and restated bye-laws, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit
is a part. We encourage you to read the amended and restated memorandum and articles of association and the applicable provisions of the
Companies Act of the Cayman Islands, as amended, for additional information.


 




As
of December 31, 2021, we had the following three classes of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-fourth of
one redeemable warrant, (ii) Class A ordinary shares, par value $0.0001 per share, and (iii) redeemable warrants, each whole
warrant exercisable for one Class A ordinary share at an exercise price of $11.50. In addition, this Description of Securities also
references the company’s Class F ordinary shares, par value $0.0001 per share (the “Class F ordinary shares”),
Class G ordinary shares par value $0.0001 per share (the “Class G ordinary shares”) (together, the “Founder
Shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary
shares. The description of the Class F ordinary shares and Class G ordinary shares is included to assist in the description of the
Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor” are to Blue Whale Sponsor I
LLC and references to our “initial shareholders” are to our sponsor, our independent directors, and MIC Capital Partners
(Public) Parallel Cayman, LP, as they held our founder shares prior to our initial public offering (our
“IPO”).




 




We

are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association,

the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) and common law of the Cayman Islands. Pursuant

to our amended and restated memorandum and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares, $0.0001

par value each, 30,000,000 Class F ordinary shares, $0.0001 par value, 30,000,000 Class G ordinary shares, $0.0001 par value, and 5,000,000

undesignated preferred shares, $0.0001 par value each. Because the below is only a summary, it may not contain all the information that

is important to you.




 




Units




 




Each

unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof

to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the

warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants only for

a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time

by a warrant holder.




 




Holders

have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers

contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. Additionally, the units will

automatically separate into their component parts and will not be traded after completion of our initial business combination. No fractional

warrants will be issued upon separation of the units and only whole warrants will trade.




 




Ordinary

Shares




 




Class A ordinary shareholders, Class F
ordinary shareholders and Class G ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted
on by shareholders and vote together as a single class, except as required by law; provided that, prior to our initial business combination,
holders of our Class F ordinary shares will have the right to appoint all of our directors, and holders of our Class A ordinary
shares will not be entitled to vote on either the appointment or removal of directors or continuing the company in a jurisdiction outside
the Cayman Islands during such time. These provisions of our amended and restated memorandum and articles of association may only be amended
by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Unless
specified in the Companies Act, our amended and restated memorandum and articles of association or applicable stock exchange rules, the
affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders
(other than the appointment or removal of directors prior to our initial business combination), and, prior to our initial business combination,
the affirmative vote of a majority of our founder shares is required to approve the appointment or removal of directors. Approval of certain
actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum and articles of
association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger
or consolidation with another company. Directors are appointed for a term of two years. There is no cumulative voting with respect to
the appointment of directors, with the result that the holders of more than 50% of the Class F ordinary shares voted for the appointment
of directors can appoint all of the directors prior to our initial business combination. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






     



     



    



 








Because

our amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares,

if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase

the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business

combination to the extent we seek shareholder approval in connection with our initial business combination.




 




In accordance with corporate governance
requirements of the Nasdaq (“Nasdaq”), we are not required to hold an annual meeting until no later than one year after our
first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general
meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss
company affairs with management. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right
to vote on the appointment of directors prior to consummation of our initial business combination. In addition, 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, divided by the number of then issued

and outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who

properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption

rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our initial shareholders,

directors and officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights

with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination

or certain amendments to our amended and restated memorandum and articles of association. Permitted transferees of our initial shareholders,

directors or officers will be subject to the same obligations.




 




Unlike

some blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations

and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote

is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by applicable law or

stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant

to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the

SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum

and articles of association require these tender offer documents to contain substantially the same financial and other information about

the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder

approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder

approval for business or other reasons, we will, like 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, we will complete

our initial business combination only if we obtain an ordinary resolution under Cayman Islands law, which requires the affirmative vote

of holders of a majority of ordinary shares who attend and vote at a general meeting of the company. However, the participation of our

sponsor, directors, officers, advisors or any of their respective affiliates in privately-negotiated transactions, if any, could result

in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to

vote, against such business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares,

non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum and voting

thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business

combination.




 










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If

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public

shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as

a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect

to more than an aggregate of 15% of the ordinary shares sold in our IPO, which we refer to as the “Excess Shares,” without

our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess

Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their

influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their

investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions

with respect to the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that

number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions,

potentially at a loss.




 




If

we seek shareholder approval in connection with our initial business combination, our initial shareholders have agreed (and their permitted

transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public

shares held by them in favor of our initial business combination. Our directors and officers have also entered into the letter agreement,

imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, each public shareholder may

elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed

transaction.




 




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


 




In

the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders at such time will

be entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision

is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription

rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the

opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust

account, 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 F ordinary shares and Class G ordinary shares and are identical to the Class A ordinary

shares included in the units sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders,

except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment

of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the

founder shares are subject to certain transfer restrictions, contained in a letter agreement that our initial shareholders, directors

and officers have entered into with us, as described in more detail below; (3) pursuant to such letter agreement, our initial shareholders,

have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable,

in connection with the completion of our initial business combination; (ii) their redemption rights with respect to any founder

shares and public shares held by them in connection with a shareholder vote to amend our amended and restated memorandum and articles

of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business

combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months or during

any Extension Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business

combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares

they hold if we fail to complete our initial business combination within 24 months from the closing of our IPO or during any Extension

Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold

if we fail to complete our initial business combination within the prescribed time frame); (4) the Class F ordinary shares will automatically

convert into our Class A ordinary shares on the first business day following the completion of our initial business combination

as described herein and in our amended and restated certificate of incorporation; (5) the Class G founder shares will convert into Class

A ordinary shares after our initial business combination, as described herein, but only to the extent certain triggering events occur

prior to the applicable anniversary of our initial business combination including three triggering events based on our shares trading

at $15.00 (prior to the 3rd year anniversary), $20.00 (prior to the 6th year anniversary) and $25.00 (prior to the 9th year anniversary)

per share following the closing of our initial business combination and also upon specified strategic transactions; and (6) the

founder shares are entitled to registration rights. If we submit our initial business combination to our public shareholders for a vote,

our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered

into with us, to vote their founder shares and any public shares held by them purchased during or after our IPO in favor of our initial

business combination.




 




The

Class F founder shares will automatically convert into Class A ordinary shares on the first business day following the closing

of our initial business combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class

F founder shares will equal, in the aggregate on an as converted basis, 10% of the sum of (i) the total number of all Class A ordinary

shares issued and outstanding following completion of our IPO, plus (ii) the total number of Class A ordinary shares issued or deemed

issued or issuable upon conversion of the Class F founder shares, plus (iii) unless waived by our sponsor, the total number of Class

A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to

be issued, in connection with or in relation to the consummation of the initial business combination, including any forward purchase

shares, and excluding (x) 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 (y) any Class A ordinary shares

issuable upon conversion of the Class G founder shares. Prior to our initial business combination, only holders of our Class F ordinary

shares will be entitled to vote on the appointment of directors.




 




The

Class G founder shares will convert into Class A ordinary shares after our initial business combination only to the extent certain triggering

events occur prior to the applicable anniversary of our initial business combination including three triggering events based on our shares

trading at $15.00, $20.00 and $25.00 per share following the closing of our initial business combination and also upon specified strategic

transactions. The Class G founder shares will be convertible into Class A ordinary shares at a ratio such that the number of Class A

ordinary shares issuable upon conversion of all founder shares (including both Class F founder shares and Class G founder shares) would

equal, in the aggregate on an as-converted basis, 15%, 20% and 25% (based on varying triggers as discussed in more detail in this prospectus)

of the sum of (i) the total number of all Class A ordinary shares issued and outstanding following completion of our IPO, plus (ii) the

total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class F founder shares and Class G

founder shares, plus (iii) unless waived by our sponsor, the total number of Class A ordinary shares or equity-linked securities exercisable

for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, in connection with or in relation to the consummation

of the initial business combination, including any forward purchase shares and 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.




 











    4



     



    



 




If

between the closing of our initial business combination and the applicable anniversary of our initial business combination the closing

price of our Class A ordinary shares equals or exceeds one or more of the share targets described below, the Class G ordinary shares

for each such target achievement will automatically convert into Class A ordinary shares at the 15%, 20% and 25% conversion ratios described

below (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like):




 




	 	●	15%

    at $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

    for any 20 trading days within a 30-trading day period, if achieved between the closing of our initial business combination and the

    3rd year anniversary of our initial business combination (the “First Price Trigger”);
	 	 	 
	 	●	20%

    at $20.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

    for any 20 trading days within a 30-trading day period, if achieved between the closing of our initial business combination and the

    6th year anniversary of our initial business combination (the “Second Price Trigger”); and
	 	 	 
	 	●	25%

    at $25.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)

    for any 20 trading days within a 30-trading day period, if achieved between the closing of our initial business combination and the

    9th year anniversary of our initial business combination (the “Third Price Trigger”).







 




For

example, if fifteen months following the consummation of our initial business combination the closing price of our Class A ordinary shares

equals or exceeds $20.00 but does not exceed $25.00 for 20 trading days within a 30-trading day period, both the First Price Trigger

and Second Price Trigger target achievements will be met, resulting in the Class G ordinary shares converting into a number of Class

A ordinary shares that, together with the Class A ordinary shares issued or issuable upon conversion of the Class F founder shares, would

represent 20% of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of this offering (including

any over-allotment shares if the underwriters exercise their over-allotment option), plus (ii) the total number of Class A ordinary shares

issued that would, based on these triggers, be issuable upon conversion of the Class F founder shares and Class G founder shares plus

(iii) unless waived by our sponsor, 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, including any forward purchase shares. In this case, assuming that all of the forward purchase shares

and no other ordinary shares or equity-linked securities are issued in the business combination and assuming no exercise of the overallotment

option, the Class G ordinary shares would convert into an aggregate of 2,777,778 Class A ordinary shares.




 




In

the event of any liquidation, merger, share exchange, reorganization or other similar transaction is consummated after our initial business

combination (“Strategic Transaction”) that results in all of our public shareholders having the right to exchange their Class

A ordinary shares for cash, securities or other property, all of the then-outstanding Class G founder shares will automatically convert

into Class A ordinary shares, contemporaneously with the closing of such Strategic Transaction, at a ratio such that the aggregate number

of Class A ordinary shares issuable upon conversion of all founder shares (including both Class F ordinary shares and Class G ordinary

shares) in the aggregate on an as-converted basis, would represent no more than 25% of the sum of (i) the total number of all Class A

ordinary shares issued and outstanding upon completion of this offering (including any over-allotment shares if the underwriters exercise

their overallotment option and without giving effect to any redemptions of any public shares in connection with the initial business

combination), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class

F founder shares and Class G founder shares, plus (iii) unless waived by our sponsor, the total number of Class A ordinary shares or

equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, in connection

with or in relation to the consummation of the initial business combination, including any forward purchase shares, to be determined

as follows: Number of Class A ordinary shares issuable upon conversion of Class G founder shares shall equal (i) the number of Class

G founder shares then-outstanding multiplied by (ii) a fraction, the numerator of which is Black Scholes per share value of Class G founder

shares (as determined by a third party) and the denominator of which is the per share value of Class A ordinary shares in the Strategic

Transaction as of immediately prior to closing; provided the fraction shall not exceed 1.




 










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All

Class G ordinary shares that have not been converted to Class A ordinary shares on the 10th anniversary of our initial business combination

will be automatically forfeited.




 




Any

conversion of Class F ordinary shares and Class G ordinary shares described herein will take effect as a compulsory redemption of Class

F ordinary shares and Class G ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. In no event

will the Class F ordinary shares and Class G ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.




 




Pursuant

to a letter agreement that our initial shareholders, directors and officers have entered into with us, with certain limited exceptions,

the founder shares are not transferable, assignable or salable (except to our directors and officers and other persons or entities affiliated

with our sponsor, each of whom will be subject to the same transfer restrictions) until two years after the completion of our initial

business combination.




 




Prior

to our initial business combination, only holders of our Class F ordinary shares will have the right to vote on the appointment of directors.

Holders of our Class G ordinary shares and 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 Class F ordinary shares may

remove a member of the board of directors for any reason. 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, founder shares and holders of our Class A ordinary

shares will vote together as a single class, with each share entitling the holder to one vote for each share held (on an as-converted

to Class A ordinary share basis).




 




Register

of Members




 




Under

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




 




		●	the

                                            names and addresses of the members, a statement of the shares held by each member, and of

                                            the amount paid or agreed to be considered as paid, on the shares of each member and the

                                            voting rights of the shares of each member;





 




		●	the

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





 




		●	the

                                            date on which any person ceased to be a member.





 




Under

Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register

of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register

of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register

of members. Upon the closing of our IPO, the register of members was updated to reflect the issue of shares by us. Once our register

of members was updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against

their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination

on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that

the register of members maintained by a company should be rectified where it considers that the register of members does not reflect

the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary

shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.




 










    6



     



    



 




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 30 days after the completion of our initial business combination and

12 months from the closing of our IPO, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its

warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by

a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,

unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years

after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.




 




We

will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to

settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary

shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to our

satisfying our obligations described below with respect to registration, or a valid exemption from registration is available, including

in connection with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption of warrants

when the price per Class A ordinary share equals or exceeds $10.00.” No warrant will be exercisable for cash or on a cashless

basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares

upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of

such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that

a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid

the full purchase price for the unit solely for the Class A ordinary share underlying such unit.




 




We

have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination,

we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities

Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts

to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the

effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance

with the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary shares are, at the time of any

exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,

we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register

or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise,

each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser

of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,

multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the

fair market value and (B) 0.361 Class A ordinary shares per warrant. The “fair market value” as used in the preceding

sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading

day prior to the date on which the notice of exercise is received by the warrant agent.




 




Redemption

of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, we may

redeem the outstanding warrants (except as described herein with respect to the private placement warrants):




 




		●	in

                                            whole and not in part;





 




		●	at

                                            a price of $0.01 per warrant;





 











    7



     



    



 




		●	upon

                                            not less than 30 days’ prior written notice of redemption to each warrant holder;

                                            and





 




		●	if,

                                            and only if, the last reported sale price of the Class A ordinary shares for any 20

                                            trading days within a 30-trading day period ending on the third trading day prior to the

                                            date on which we send the notice of redemption to the warrant holders (which we refer to

                                            as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for

                                            adjustments to the number of shares issuable upon exercise or the exercise price of a warrant

                                            as described under the heading “— Anti-dilution Adjustments”).


















 




We

will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the

Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A

ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise

our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities

laws.




 




We

have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the

call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption

of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,

the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the

number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution

Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.




 




Redemption

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

redeem the outstanding warrants:




 




		●	in

                                            whole and not in part;





 




		●	at

                                            $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption

                                            provided that holders will be able to exercise their warrants on a cashless basis prior to

                                            redemption and receive that number of shares determined by reference to the table below,

                                            based on the redemption date and the “fair market value” of our Class A

                                            ordinary shares (as defined below) except as otherwise described below;





 




		●	if,

                                            and only if, the Reference Value (as defined above under “— Redemption of warrants

                                            when the price per Class A ordinary share equals or exceeds $18.00”) equals or

                                            exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon

                                            exercise or the exercise price of a warrant as described under the heading “—

                                            Anti-dilution Adjustments”); and





 




		●	if

                                            the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number

                                            of shares issuable upon exercise or the exercise price of a warrant as described under the

                                            heading “— Anti-dilution Adjustments”), the private placement warrants

                                            must also be concurrently called for redemption on the same terms as the outstanding public

                                            warrants, as described above.





 




During

the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis.

The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless

exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our

Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants

are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A ordinary

shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants,

and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the

table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading

day period described above ends.




 




Pursuant

to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary

shares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company

in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A

ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.




 











    8



     



    



 




The

share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable

upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution

Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column

headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number

of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares

deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and

at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in

the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below,

the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which

is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”

and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—

Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the

decrease in the exercise price of a warrant pursuant to such exercise price adjustment.




 









	

    Redemption Date (period to expiration of warrants)
	 	Fair Market Value of Class A Ordinary Shares	 
	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60 months	 	0.261	 	 	0.281	 	 	0.297	 	 	0.311	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361	 
	57 months	 	0.257	 	 	0.277	 	 	0.294	 	 	0.310	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361	 
	54 months	 	0.252	 	 	0.272	 	 	0.291	 	 	0.307	 	 	0.322	 	 	0.335	 	 	0.347	 	 	0.357	 	 	0.361	 
	51 months	 	0.246	 	 	0.268	 	 	0.287	 	 	0.304	 	 	0.320	 	 	0.333	 	 	0.346	 	 	0.357	 	 	0.361	 
	48 months	 	0.241	 	 	0.263	 	 	0.283	 	 	0.301	 	 	0.317	 	 	0.332	 	 	0.344	 	 	0.356	 	 	0.361	 
	45 months	 	0.235	 	 	0.258	 	 	0.279	 	 	0.298	 	 	0.315	 	 	0.330	 	 	0.343	 	 	0.356	 	 	0.361	 
	42 months	 	0.228	 	 	0.252	 	 	0.274	 	 	0.294	 	 	0.312	 	 	0.328	 	 	0.342	 	 	0.355	 	 	0.361	 
	39 months	 	0.221	 	 	0.246	 	 	0.269	 	 	0.290	 	 	0.309	 	 	0.325	 	 	0.340	 	 	0.354	 	 	0.361	 
	36 months	 	0.213	 	 	0.239	 	 	0.263	 	 	0.285	 	 	0.305	 	 	0.323	 	 	0.339	 	 	0.353	 	 	0.361	 
	33 months	 	0.205	 	 	0.232	 	 	0.257	 	 	0.280	 	 	0.301	 	 	0.320	 	 	0.337	 	 	0.352	 	 	0.361	 
	30 months	 	0.196	 	 	0.224	 	 	0.250	 	 	0.274	 	 	0.297	 	 	0.316	 	 	0.335	 	 	0.351	 	 	0.361	 
	27 months	 	0.185	 	 	0.214	 	 	0.242	 	 	0.268	 	 	0.291	 	 	0.313	 	 	0.332	 	 	0.350	 	 	0.361	 
	24 months	 	0.173	 	 	0.204	 	 	0.233	 	 	0.260	 	 	0.285	 	 	0.308	 	 	0.329	 	 	0.348	 	 	0.361	 
	21 months	 	0.161	 	 	0.193	 	 	0.223	 	 	0.252	 	 	0.279	 	 	0.304	 	 	0.326	 	 	0.347	 	 	0.361	 
	18 months	 	0.146	 	 	0.179	 	 	0.211	 	 	0.242	 	 	0.271	 	 	0.298	 	 	0.322	 	 	0.345	 	 	0.361	 
	15 months	 	0.130	 	 	0.164	 	 	0.197	 	 	0.230	 	 	0.262	 	 	0.291	 	 	0.317	 	 	0.342	 	 	0.361	 
	12 months	 	0.111	 	 	0.146	 	 	0.181	 	 	0.216	 	 	0.250	 	 	0.282	 	 	0.312	 	 	0.339	 	 	0.361	 
	9 months	 	0.090	 	 	0.125	 	 	0.162	 	 	0.199	 	 	0.237	 	 	0.272	 	 	0.305	 	 	0.336	 	 	0.361	 
	6 months	 	0.065	 	 	0.099	 	 	0.137	 	 	0.178	 	 	0.219	 	 	0.259	 	 	0.296	 	 	0.331	 	 	0.361	 
	3 months	 	0.034	 	 	0.065	 	 	0.104	 	 	0.150	 	 	0.197	 	 	0.243	 	 	0.286	 	 	0.326	 	 	0.361	 
	0 months	 	—	 	 	—	 	 	0.042	 	 	0.115	 	 	0.179	 	 	0.233	 	 	0.281	 	 	0.323	 	 	0.361	 



 




The

exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between

two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares

to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for

the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as

applicable. For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately

following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there

are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their

warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption

date are not as set forth in the table above, if the volume weighted average price of our Class A ordinary shares during the 10

trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share,

and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption

feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable

in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally,

as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis

in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary

shares.




 










    9



     



    



 




This

redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only

provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A

ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the

outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a

time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this

redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share

threshold set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds

$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect,

receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the prospectus

related to our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants,

and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised

or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right

and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such,

we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the

warrants and pay the redemption price to the warrant holders.




 




As

stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below

the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing

warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose

to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could

result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to

exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher

than the exercise price of $11.50.




 




No

fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional

interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the

holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant

to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be

exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares,

the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable

upon the exercise of the warrants.




 




Redemption

procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder

will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with

such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other

amount as a holder may specify) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.




 




Anti-dilution

Adjustments. If the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend

payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective

date of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise

of each warrant will be increased in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights

offering made to all or substantially all holders of Class A ordinary shares entitling holders to purchase Class A ordinary

shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number

of Class A ordinary shares equal to the product of (1) the number of Class A ordinary shares actually sold in such rights

offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A

ordinary shares) and (2) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering

and (y) the historical fair market value. For these purposes, (1) if the rights offering is for securities convertible into

or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken

into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical

fair market value” means the volume weighted average price of Class A ordinary shares during the 10 trading day period

ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the

applicable market, regular way, without the right to receive such rights.




 











    10



     



    



 




In

addition, if we, at any time while the warrants are outstanding and unexpired, pay to all or substantially all of the holders of Class A

ordinary shares a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares

on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as

described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends

and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend

or distribution does not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,

recapitalizations and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions

equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection

with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares

in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the

substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our

public shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with respect

to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection

with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price

will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of

any securities or other assets paid on each Class A ordinary share in respect of such event.




 




If

the number of issued and outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division

or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination,

reverse share sub-division, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each

warrant will be decreased in proportion to such decrease in issued and outstanding Class A ordinary shares.




 




Whenever

the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant

exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the

numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior

to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately

thereafter.




 




In

addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with

the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with

such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance

to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,

prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more

than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date

of the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of

our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate

our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants

will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per

share redemption trigger price described above under “— Redemption of warrants when the price per Class A ordinary share

equals or exceeds $18.00” and “— Redemption of warrants when the price per Class A ordinary share equals or exceeds

$10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price,

and the $10.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class A

ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and

the Newly Issued Price.




 










    11



     



    



 




In

case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than those described

above or that solely affects the par value of such Class A ordinary shares), or in the case of a merger or consolidation of us with

or into another corporation (other than a merger or consolidation in which we are the continuing corporation and that does not result

in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or

conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection

with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon

the terms and conditions specified in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable

and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity securities or

property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following

any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately

prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash

or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which

each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders

in such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to

and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights

held by shareholders of the company as provided for in the company’s amended and restated memorandum and articles of association

or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is presented

to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the

maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such

maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange

Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3

under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled

to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder

if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all

of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment

(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in

the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A ordinary shares

in such a transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities

exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such

event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of

such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration

minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.




 




The

warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as

warrant agent, and us. You should review a copy of the warrant agreement for a complete description of the terms and conditions applicable

to the warrants. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent of any holder

for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement

to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to our IPO, or defective

provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as

the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of

the registered holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at least

65% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the private placement warrants

or any provision of the warrant agreement with respect to the private placement warrants, at least 65% of the then outstanding private

placement warrants.




 










    12



     



    



 




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.




 




We

have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the

warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern

District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,

proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or

any claim for which the federal district courts of the United States of America are the sole and exclusive forum.




 




Forward

Purchase Shares 




 




The

forward purchase shares will have terms identical to the Class A ordinary shares sold in our IPO except that the forward purchase shares

will have no redemption rights and no right to liquidating distributions from our trust account and, as long as the forward purchase

shares are held by MIC Capital Partners (Public) Parallel Cayman, L.P. or the forward purchase transferees, they will have certain redemption

rights (as described herein).




 




Our

Transfer Agent and Warrant Agent




 




The

transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We

have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents

and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel

fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence,

willful misconduct or bad faith of the indemnified person or entity.




 




Certain

Differences in Corporate Law




 




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


 




Mergers

and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands

companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated

by the laws of that other jurisdiction).




 




Where

the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger

or consolidation containing certain prescribed information. That plan of merger or consolidation must then be authorized by either (a) a

special resolution (usually a majority of 662⁄3% in value who attend and vote at a general meeting) of the shareholders of each

company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.

No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares

of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest

of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is

satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar

of Companies will register the plan of merger or consolidation.




 










    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: (1) that the merger or consolidation is permitted or not prohibited

by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated,

and that those laws and any requirements of those constitutional documents have been or will be complied with; (2) that no petition

or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign

company in any jurisdictions; (3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction

and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order,

compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign

company are and continue to be suspended or restricted.




 




Where

the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required

to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been

met: (1) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and

not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest

granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained,

released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the

foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied

with; (3) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered

or exist under the laws of the relevant foreign jurisdiction; and (4) that there is no other reason why it would be against the

public interest to permit the merger or consolidation.




 




Where

the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair

value of his or her shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that

procedure is as follows: (a) the shareholder must give his or her written objection to the merger or consolidation to the constituent

company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his

or her shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the

merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made

a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give

the constituent company a written notice of his or her intention to dissent including, among other details, a demand for payment of the

fair value of his or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above

or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company,

the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares

at a price that the company determines is the fair value and if the company and the shareholder agrees to the price within 30 days

following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the

shareholder fails to agree to a price within such 30-day period, within 20 days following the date on which such 30-day period expires,

the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and

such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the

fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine

the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be

the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings

until the determination of fair value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances,

for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized

interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company

listed on a national securities exchange or shares of the surviving or consolidated company.




 










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Moreover,

Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain

circumstances, such schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held

companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In

the event that a merger was sought pursuant to a scheme of arrangement (the procedures of which are more rigorous and take longer to

complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be

approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in

addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting

either in person or by proxy at a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the

arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express

to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it is satisfied

that:




 




		●	we

                                            are not proposing to act illegally or beyond the scope of our corporate authority and we

                                            have complied with the statutory provisions as to majority vote;





 




		●	the

                                            shareholders have been fairly represented at the meeting in question;





 




		●	the

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





 




		●	the

                                            arrangement is not one that would more properly be sanctioned under some other provision

                                            of the Companies Act or that would amount to a “fraud on the minority.”





 




If

a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable

to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of U.S. corporations, providing rights

to receive payment in cash for the judicially determined value of the shares.




 




Squeeze-out

Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months,

the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer.

An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud,

bad faith, collusion or inequitable treatment of the shareholders.




 




Further,

transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through other means to

these statutory provisions, such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating

business.




 




Shareholders’

Suits. Our Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court.

Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such

actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example)

our directors or officers usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English

authorities, which would in all likelihood be of persuasive authority and applied by a court in the Cayman Islands, exceptions to the

foregoing principle apply in circumstances in which:




 




		●	a

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





 




		●	the

                                            act complained of, although not beyond the scope of the authority, could be effected if duly

                                            authorized by more than the number of votes that have actually been obtained; or





 




		●	those

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





 










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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 may provide 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 Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) to

recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal

securities laws of the United States or any state and (2) in original actions brought in the Cayman Islands, to impose liabilities

against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far

as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement

in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a

foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment

of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided

certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and

for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect

of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary

to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary

to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.




 




Special

Considerations for Exempted Companies. We are an exempted company with limited liability under the Companies Act. The Companies Act

distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts

business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company

are essentially the same as for an ordinary company except for the exemptions and privileges listed below:




 




		●	annual

                                            reporting requirements are minimal and consist mainly of a statement that the company has

                                            conducted its operations mainly outside of the Cayman Islands and has complied with the provisions

                                            of the Companies Act;





 




		●	an

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





 




		●	an

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





 




		●	an exempted company may issue 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.





 




“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).




 










    16



     



    



 




Our

Amended and Restated Memorandum and Articles of Association




 




Our

amended and restated memorandum and articles of association contain certain requirements and restrictions relating to our IPO that will

apply to us until the completion of our initial business combination. These provisions (other than amendments relating to provisions

governing the appointment or removal of directors prior to our initial business combination, which require the approval of holders of

at least two-thirds of our ordinary shares attending and voting in a general meeting) cannot be amended without a special resolution.

As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (1) holders

of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary

shares at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given

or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s

shareholders. Other than as described above, our amended and restated memorandum and articles of association provide that special resolutions

must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the

lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.




 




Our

initial shareholders may participate in any vote to amend our amended and restated memorandum and articles of association and will have

the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide,

among other things, that:


 




		●	prior

                                            to our initial business combination, we may not issue additional ordinary shares that would

                                            entitle the holders thereof to (1) receive funds from the trust account or (2) vote

                                            as a class with our public shares on any initial business combination;





 




		●	although

                                            we do not intend to enter into a business combination with a target business that is affiliated

                                            with our sponsor, our directors or our officers, we are not prohibited from doing so. In

                                            the event we enter into such a transaction, we, or a committee of independent and disinterested

                                            directors, will obtain an opinion from an independent investment banking firm or another

                                            valuation or appraisal firm that regularly renders fairness opinions on the type of target

                                            business we are seeking to acquire that such a business combination is fair to our company

                                            from a financial point of view;





 




		●	if

                                            a shareholder vote on our initial business combination is not required by law and we do not

                                            decide to hold a shareholder vote for business or other reasons, we will offer to redeem

                                            our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and

                                            will file tender offer documents with the SEC prior to completing our initial business combination

                                            which contain substantially the same financial and other information about our initial business

                                            combination and the redemption rights as is required under Regulation 14A of the Exchange

                                            Act;





 




		●	as

                                            long as our securities are listed on Nasdaq, our initial business combination must be with

                                            one or more operating businesses or assets with a fair market value equal to at least 80%

                                            of the net assets held in trust (excluding the deferred underwriting commissions and taxes

                                            payable on the income earned on the trust account) at the time of the agreement to enter

                                            into the initial business combination;





 











    17



     



    



 




		●	if

                                            our shareholders approve an amendment to our amended and restated memorandum and articles

                                            of association (A) to modify the substance or timing of our obligation to allow redemption

                                            in connection with our initial business combination or to redeem 100% of our public shares

                                            if we do not complete our initial business combination within 24 months from the closing

                                            of our IPO or (B) with respect to any other provision relating to shareholders’

                                            rights or pre-initial business combination activity, we will provide our public shareholders

                                            with the opportunity to redeem all or a portion of their ordinary shares upon such approval

                                            at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

                                            trust account, including interest earned on the funds held in the trust account and not previously

                                            released to us to pay our taxes (which interest shall be net of taxes payable), divided by

                                            the number of then issued and outstanding public shares; and





 




		●	we

                                            will not effectuate our initial business combination solely with another blank check company

                                            or a similar company with nominal operations.





 




In

addition, our amended and restated memorandum and articles of association provide that under no circumstances will we redeem our public

shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.




 




The

Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval

of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares attending and voting at a general

meeting. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval

of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless

of whether its memorandum and articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating

to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association,

we view all of these provisions as binding obligations to our shareholders and neither we, nor our directors or officers, will take any

action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their

public shares.




 




Anti-Money

Laundering — Cayman Islands




 




If

any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged

in criminal conduct or money laundering is involved with terrorism or terrorist financing and property and the information for that knowledge

or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment,

the person will be required to report such knowledge or suspicion to (1) the Financial Reporting Authority of the Cayman Islands, pursuant

to the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or

(2) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised)

of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall

not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.




 




Data

Protection — Cayman Islands




 




We

have certain duties under the Data Protection Act (As Revised) of the Cayman Islands (the “Data Protection Act”) based on

internationally accepted principles of data privacy.




 




In

this subsection, “we”, “us,” “our” and the “Company” refers to Blue Whale Acquisition

Corp Ior our affiliates and/or delegates, except where the context requires otherwise.




 










    18



     



    



 




Privacy

Notice




 




Introduction




 




This

privacy notice puts our shareholders on notice that through your investment in the Company you will provide us with certain personal

information which constitutes personal data within the meaning of the Data Protection Act (“personal data”).




 




Investor

Data




 




We

will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could

be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the

extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which

we are subject. We will only transfer personal data in accordance with the requirements of the Data Protection Act, and will apply appropriate

technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal

data and against the accidental loss, destruction or damage to the personal data.




 




In

our use of this personal data, we will be characterized as a “data controller” for the purposes of the Data Protection Act,

while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act

as our “data processors” for the purposes of the Data Protection Act or may process personal information for their own lawful

purposes in connection with services provided to us.




 




We

may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating

to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact

details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence

records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.




 




Who

this Affects




 




If

you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements

such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in

relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy

Notice to such individuals or otherwise advise them of its content.




 




How

the Company May Use a Shareholder’s Personal Data




 




The

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




 




		(a)	where

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





 




		(b)	where

this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering

and FATCA/CRS requirements); and/or





 




		(c)	where

this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights

or freedoms.





 




Should

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

contact you.




 










    19



     



    



 




Why

We May Transfer Your Personal Data




 




In

certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the

relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange

this information with foreign authorities, including tax authorities.




 




We

anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain

entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.




 




The

Data Protection Measures We Take




 




Any

transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance

with the requirements of the Data Protection Act.




 




We

and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures

designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage

to, personal data.




 




We

shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms

or those data subjects to whom the relevant personal data relates.




 




Certain

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




 




Our

authorized but unissued ordinary shares and preferred shares are available for future issuances without shareholder approval and could

be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit

plans. The existence of authorized but unissued and unreserved ordinary shares and preferred shares could render more difficult or discourage

an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.




 




Listing

of Securities




 




Our

units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “BWCAU,” “BWC” and “BWCA,”

respectively.




 










    20