Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


As of December 31, 2021, Onyx Acquisition Co. I
(“we,” “us,” “our” or the “company”) had the following three classes of securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting
of one Class A ordinary share and one-half of one redeemable warrant, (ii) Class A ordinary shares, par value
$0.0001 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise
price of $11.50. In addition, this Description of Securities also references the company’s Class B ordinary shares, par value
$0.0001 per share, which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary
shares. The description of the Class B ordinary shares is included to assist in the description of the Class A ordinary shares.


 


The following summary of the material terms of
the securities of the company is not intended to be a complete summary of the rights and preferences and is subject to and qualified by
reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), and applicable Cayman Islands law. We urge
you to read our amended and restated memorandum and articles of association in their entirety for a complete description of the rights
and preferences of our securities.


 


Unless otherwise stated in this Exhibit 4.5
or the context otherwise requires, references to:


 


		●	“Class
                                            A ordinary share” are to our Class A ordinary shares;



 


		●	“founder shares” are to (a) our Class B ordinary shares initially purchased by our sponsor in a private placement prior
to our initial public offering, and (b) shares of our Class A ordinary shares issued upon the conversion thereof in connection with a
business combination;



 


		●	“initial public offering” are to our initial public offering consummated on November 5, 2021;



 


		●	“initial shareholders” are to holders of our founder shares prior to our initial public offering;



 


		●	“management” or our “management team” are to our officers and directors, and “directors” are to
our current directors;



 


		●	“Onyx Team” are to the Sponsor Affiliate together with our management team;



 


		●	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares, collectively;



 


		●	“private placement warrants” are to the warrants issued to our sponsor and BTIG, LLC (“BTIG”) in private placements
simultaneously with the closing of our initial public offering and the underwriter’s partial exercise of its over-allotment option;



 


		●	“public shares” are to our Class A ordinary shares o sold as part of the Units in our initial public offering (whether
they were purchased in our initial public offering or thereafter in the open market);



 


		●	“public shareholders” are to the holders of our public shares, including our initial shareholders and management team
to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s
and member of our management team’s status as a “public shareholder” shall only exist with respect to such public shares;



 


		●	“public warrants” are to the redeemable warrants issued as part of each Unit in our initial public offering and which
began trading separately on December 10, 2021;



 


		●	“sponsor” are to Onyx Acquisition Sponsor Co. LLC, a Cayman Islands limited liability company;



 


		●	“Sponsor Affiliate” are to JDS Development Group, a real estate development and acquisition firm affiliated with our sponsor
and certain members of our management team;



 


		●	“trust account” are to the trust account set up following our initial public offering with Continental Stock Transfer
& Trust Company acting as trustee; and



 


		●	“unit” are to our units issued in our initial public offering, each consisting of one Class A ordinary share, $0.0001
par value per share, and one-half of one redeemable warrant.



 






     


    


    

 


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 and the 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 and 50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares, $0.0001 par value each. The following
description summarizes the material terms of our shares as set out more particularly in our amended and restated memorandum and articles
of association. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment as described herein. 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.


 


The Class A ordinary shares and warrants comprising
the units began separate trading on December 10, 2021. Holders have the option to continue to hold units or separate their units into
the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A
ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


Ordinary Shares


 


As of March 29, 2022, 33,062,500 of our ordinary
shares are outstanding including:


 


		●	26,450,000 Class A ordinary shares underlying the units issued as part of our initial public offering; and



 


		●	6,612,500 Class B ordinary shares held by our initial shareholders.



 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary
shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable
provisions of the Companies Act or applicable stock exchange rules, an ordinary resolution is required to approve any such matter voted
on by our shareholders. Approval of certain actions requires 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. Our board of directors is divided into three classes,
each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no
cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted
for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as
and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders
of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to
vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. The provisions of our amended
and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination
may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general
meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.


 






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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 will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek
shareholder approval in connection with our initial business combination.


 


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


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein.
The amount in the trust account was approximately $10.20 per public share upon the consummation of our initial public offering. The per
share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order
to valid redeem its shares. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with
(i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our initial
public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even
when a vote is not required by law, 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 Securities and Exchange Commission (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 the approval of an ordinary resolution under Cayman Islands law. However, the participation of
our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval
of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such
initial business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum
and articles of association require that at least five days’ notice will be given of any general meeting.


 






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If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering (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 our initial business combination. And, as a result, such shareholders will continue to
hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions,
potentially at a loss.


 


If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law. In such case, our
sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business
combination. A quorum for such meeting will be present if the holders of one-third of issued and outstanding shares entitled to vote at
the meeting are present in person or by proxy and, for purposes of seeking approval of an ordinary resolution, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’
founder shares, we would need 9,918,751, or 37.5% (assuming all issued and outstanding shares are voted), of the 26,450,000 public shares
sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination
approved. Assuming that only one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated
memorandum and articles of association are voted, we will not need any public shares in addition to our founder shares to be voted in
favor of an initial business combination in order to approve our initial business combination. Additionally, each public shareholder may
elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not consummated an initial business combination within 15 months from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our
sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial
business combination within 15 months from the closing of our initial public offering (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame). Our amended and restated memorandum and articles of association provide that, a resolution of the company’s
shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence the voluntary liquidation of the company prior
to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the
trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.


 


In the event of a liquidation, dissolution or winding
up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary
shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary
shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share
price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, upon the
completion of our initial business combination, subject to the limitations described herein.


 






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Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our initial
public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to
our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors and holders
of our founder shares may by ordinary resolution remove a member of the board of directors for any reason; (b) the founder shares
are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect
to their founder shares, (ii) to waive their redemption rights with respect to their founder shares and public shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial
business combination within 15 months from the closing of our initial public offering or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 15
months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame);
(d) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination
or earlier at the option of the holders thereof as described herein; (e) the founder shares are entitled to registration rights;
(f) only holders of Class B ordinary shares will have the right to appoint and remove directors in any general meeting held prior to or
in connection with the completion of our initial business combination; and (g) in a vote to transfer the company by way of continuation
out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval of the organizational documents of the
company in such other jurisdiction), which requires the approval of special resolution, holders of our founder shares will have ten votes
for every founder share and holders of our Class A ordinary shares will have one vote for every Class A ordinary share. If we seek shareholder
approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands
law. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor
of our initial business combination.


 


The founder shares are designated as Class B
ordinary shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon
conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate
an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our
initial public offering offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in
relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon
conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a
rate of less than one-to-one.


 


Except as described herein, our sponsor and our
directors and officers have agreed not to transfer, assign or sell any of their founder shares until earliest of (A) one year after
the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that
results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We
refer to such transfer restrictions throughout this description as the lock-up. Any permitted transferees would be subject to the same
restrictions and other agreements of our sponsor and our directors and officers with respect to any founder shares.


 






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Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. These provisions of our amended
and restated memorandum and articles of association may only be amended by a special resolution passed by the holders of not less than
two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority
of our Class B ordinary shares. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection
with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will
vote together as a single class, with each share entitling the holder to one vote. Prior to an initial business combination, in a vote
to transfer the company by way of continuation out of the Cayman Islands to another jurisdiction (including, but not limited to, the approval
of the organizational documents of the company in such other jurisdiction), which requires the approval of special resolution, holders
of our founder shares will have ten votes for every founder share and holders of our Class A ordinary shares will have one vote for every
Class A ordinary share.


 


Register of Members


 


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


 


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



 


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



 


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



 


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


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our board of directors at such time. Further, if we incur
any indebtedness in connection with a business combination, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






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Preference Shares


 


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


 


Warrants


 


Public Warrants


 


As of March 29, 2022, there were 13,203,025
public warrants outstanding. Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of our
initial public offering and 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding
paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary
shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants have been issued
or will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the Class A ordinary
shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for
cash, and we will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their warrants, unless the
issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption is available.


 


We have agreed that as soon as practicable 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 Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the
effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants
expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will
not be able to exercise their warrants on a cashless basis.


 


Once the warrants become exercisable, we may redeem
the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”;
and



 


		●	if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds
$18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) 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.



 






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


 


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


 


We will not redeem the warrants unless an effective
registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective
and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except
if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.
We may not redeem the warrants when a holder may not exercise such warrants.


 


If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal
to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the
difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The “fair market value” shall mean the average reported last sale price of the Class A ordinary shares for the five trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in the prospectus related to our initial public offering, or to cure, correct or supplement any defective provision, or (ii) to
add or change any other provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant
agreement may deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders of
the warrants. The warrant agreement requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding
public warrants in order to make any change that adversely affects the interests of the registered holders.


 


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


 


In addition, if (x) we issue additional Class
A ordinary shares or equity-linked securities in connection with the closing of our initial business combination at a Newly Issued Price
of less than $9.20 per Class A 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, initial shareholders or their affiliates, without taking into account
any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value
or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest
cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 






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The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges
of holders of Class A 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.


 


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


 


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


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities
Act, 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 exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act,
any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants and Working Capital Warrants


 


Pursuant
to an agreement that we entered into with the holders of the private placement warrants prior to the consummation of our initial public
offering, the private placement warrants may not, subject to certain limited exceptions, be transferred, assigned or
sold by the holder until 30 days after the completion of our initial business combination. In addition, for as long as the private placement
warrants are held by BTIG or its designees or affiliates, they will be subject to the lock-up and registration rights limitations imposed
by Financial Industry Regulatory Authority Rule 5110 and may not be exercised after five years from November 2, 2021. Except with respect
to the foregoing transfer restrictions, the private placement warrants have terms and provisions that are identical to those of the warrants
sold as part of the units in our initial public offering.


 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required, although they are under no obligation to
advance funds or invest in us. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of
the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event
that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used for such loaned amounts. Up to $1,500,000 of such loans may be
convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the public warrants.


 


Our Transfer Agent and Warrant Agent


 


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


 






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Certain Differences in Corporate Law


 


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


 


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


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by (a) a special resolution (usually a majority of shareholders
holding at least 66 2⁄3% of the voting shares voted at a general meeting) of the shareholders of each company;
and (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 holds issued shares that together represent 90% of
the votes at a general meeting of the subsidiary company) and its subsidiary company, if a copy of the plan of merger is given to every
member of each subsidiary company to be merged unless that member agrees otherwise. 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. The directors of each company are
required to provide a declaration of the assets and liabilities of the company made up to the latest practicable date before the making
of the declaration, and are further required to make a declaration to the effect that: (i) the company is able to pay its debts as they
fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the company; (ii) no petition
or other similar proceeding has been filed and remains outstanding and that no order has been made or resolution adopted to wind up the
company in any jurisdiction; (iii) no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction
and is acting in respect of the company, its affairs or its property or any part thereof; (iv) no scheme, order, compromise or other similar
arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the company are and continue to be suspended
or restricted; (v) in the case of constituent company that is not a surviving company, the constituent company has retired from any fiduciary
office held or will do so immediately prior to the merger or consolidation; and (vi) where relevant, the company has complied with any
applicable requirements under Cayman Islands regulatory laws. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.


 


Where the merger or consolidation involves a foreign
company, the procedure is similar, save that where the surviving or consolidated company is the Cayman Islands exempted company, the Cayman
Islands Registrar of Companies is required to be satisfied in respect of any constituent overseas company that: (i) the merger or
consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction
in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or
will be complied with; (ii) no petition or other similar proceeding has been filed and remains outstanding or order made or resolution
adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) 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; (iv) 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; (v) the foreign company is able to
pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the
foreign company; (vi) 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; (vii) 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 (viii) there is no other reason why it would be against the public interest to permit the merger or consolidation. The requirements
set out in sections (i) to (vii) above shall be met by a director of the Cayman Islands exempted company making a declaration to the effect
that, having made due enquiry, they are of the opinion that such requirements have been met, such declaration to include a statement of
the assets and liabilities of the foreign company made up to the latest practicable date before making the declaration.


 






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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 their 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 their 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 their 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 their intention to dissent including,
among other details, a demand for payment of the fair value of their 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 their shares at a price that the company determines is the fair value and if the company and the shareholder agree
the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if
the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day
period expires, the company must (and any dissenting shareholder may) file a petition with the Cayman Islands Grand Court to determine
the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements
as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to
determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined
to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings
until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances,
for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized
interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company
listed on a national securities exchange or shares of the surviving or consolidated company.


 


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


 


		●	the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to dual
majority vote have been complied with;



 


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



 


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



 


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



 






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


 


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


 


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


 


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


 


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



 


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



 


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



 


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


 


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


 


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


 


Special Considerations for Exempted
Companies. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between
ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. “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).


 






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Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles
of association contain provisions designed to provide certain rights and protections relating to our initial public offering that will
apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution
under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been adopted
by the affirmative vote of at least a two-thirds (2⁄3) majority (or such higher threshold as specified in the company’s
amended and restated articles of association) of the votes cast by the holders of the issued shares present in person or represented by
proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders
of the issued shares entitled to vote on such matter. Other than as described above, our amended and restated memorandum and articles
of association provide that special resolutions must be approved either by at least a two-thirds (2⁄3) majority (or such higher threshold
as specified in the company’s amended and restated articles of association) of the votes cast by the holders of the shares voted
at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution
of all of our shareholders.


 


Our sponsor and its permitted transferees, if any,
who collectively beneficially owned 20% of our ordinary shares as of the closing of our initial public offering, will participate in any
vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they
choose. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:


 


		●	If we have not consummated an initial business combination within 15 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust
account and not previously released to us to pay our income taxes that were paid by us or are payable by us, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and
our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law;



 


		●	Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business
combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination
or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we
have to consummate a business combination beyond 15 months from the closing of our initial public offering or (y) amend the foregoing
provisions;



 


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



 






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		●	If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule
13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under Regulation 14A of the Exchange Act;



 


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



 


		●	If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination within 15 months from the closing of our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with the opportunity to redeem all
or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and



 


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



 


In addition, our amended and restated memorandum
and articles of association 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.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution under Cayman Islands
law. 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 structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all
of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to
amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 


Anti-Money Laundering, Counter-Terrorist Financing, Prevention of
Proliferation Financing and Financial Sanctions Compliance — Cayman Islands


 


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


 






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


 


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



 


		(b)	the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and
which is in a country assessed by us to have a low degree of risk of money laundering and terrorist financing in accordance with the Regulations
(each, a “Low Risk Country”) or is a majority-owned subsidiary of such subscriber; or



 


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



 


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



 


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



 


		(f)	the application is made through a nominee or introduced by an introducer which falls within one of sub-paragraphs (a) to (e). In this
situation the company may rely on a written assurance from the nominee or the introducer (as applicable) which confirms (i) that the requisite
identification and verification procedures on the applicant for business and (for introducers only) its beneficial owners have been carried
out; (ii) the nature and intended purpose of the business relationship; (iii) that the nominee or the introducer has identified the source
of funds of the applicant for business; (iv) (for introducers only) that the introducer is supervised or monitored by an overseas regulatory
authority and has measures in place to comply with customer due diligence and record keeping requirements; and (v) that the intermediary
shall make available on request and without delay copies of any identification and verification data or information and relevant documents.



 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to
the Low Risk Country definition.


 


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


 


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


 


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


 






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Data Protection — Cayman Islands


 


We have certain duties under the Data Protection
Act, 2017 (as amended) of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.


 


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 DPA (“personal data”). In the following discussion, the “company” refers to us and our affiliates
and/or delegates, except where the context requires otherwise.


 


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 DPA, 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 DPA, 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 DPA 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, counter-terrorist financing, prevention of proliferation financing, financial sanctions 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.



 






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


 


Why We May Transfer Your Personal Data


 


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


 


We anticipate disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the United States, 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 DPA.


 


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.


 


Rights of Individual Data Subjects


 


Individual data subjects have certain data protection
rights, including the right to:


 


		(a)	be informed about the purposes for which your personal data are processed;



 


		(b)	access your personal data;



 


		(c)	stop direct marketing;



 


		(d)	restrict the processing of your personal data;



 


		(e)	have incomplete or inaccurate personal data corrected;



 


		(f)	ask us to stop processing your personal data;



 


		(g)	be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);



 


		(h)	complain to the Data Protection Ombudsman; and



 


		(i)	require us to delete your personal data in some limited circumstances.



 


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


 


Our amended and restated memorandum and articles
of association provide that our board of directors will be classified into three classes of directors. Prior to our initial business combination,
only the holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of our directors.


 


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


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants
are listed on Nasdaq under the symbols “ONYXU,” “ONYX” and “ONYXW,” respectively. Our units commenced
public trading on November 3, 2021. Our Class A ordinary shares and warrants began separate trading on December 10, 2021. The units will
automatically separate into their component parts and will not be traded following the completion of our initial business combination.


 


 


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