EXHIBIT
4.6


 


DESCRIPTION
OF SECURITIES


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares
of Class B common stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important
to you.


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one redeemable public warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of  $11.50 per share, subject to adjustments as described
set forth in the warrant agreement. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of our Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants have been issued upon separation of the units and only whole warrants are traded.


 


The
common stock and warrants constituting the units began separate trading on April 26, 2021.


 


Common
Stock 


 


As
of March 15, 2021, a total of 50,000,000 shares of our common stock are outstanding, including:


 


		●	40,000,000
                                            shares of our Class A common stock;



 


		●	9,975,000
                                            shares of Class B common stock held by M3-Brigade Sponsor II LP (“sponsor”);
                                            and



 


		●	25,000
                                            shares of Class B common stock held by one of our directors.



 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class
B common stock will have the right to elect all of our directors prior to the consummation of our initial business combination. Holders
of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and
restated certificate of incorporation may only be amended by a resolution passed by a majority of our shares of Class B common stock.
On any other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock
will vote together as a single class, except as required by applicable law or stock exchange rule. Our amended and restated certificate
of incorporation provides that any of its provisions related to pre-business combination activity may be amended if approved by holders
of 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account
may be amended if approved by holders of 65% of our common stock. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority
of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders.


 


Directors
are divided into three classes, each of which will generally serve for a term of three years with only one class elected in each year.
There is no cumulative voting with respect to the election of directors. Our stockholders are entitled to receive ratable dividends when,
as and if declared by the board of directors out of funds legally available therefor.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A common stock, 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 shares of common stock which we are authorized to issue at the same time as our stockholders vote on the business combination
to the extent we seek stockholder approval in connection with our initial business combination.


 






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In
accordance with the New York Stock Exchange (the “NYSE”) corporate governance requirements, we are not required to hold an
annual meeting until not later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b)
of the Delaware General Corporation Law (the “DGCL”), we are, however, required to hold an annual meeting of stockholders
for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such
a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force
us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares upon the completion of our initial
business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes
payable and working capital released to us), divided by the number of then outstanding public shares, subject to the limitations described
herein. The amount in the trust account is $10.00 per public share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right
will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in
order to validly redeem its shares. Our initial stockholders 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 any public shares held by them in connection with the
completion of our initial business combination. Permitted transferees of our sponsor, officers or directors are subject to the same obligations.
Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even
when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable
law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant
to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 certificate of incorporation requires these tender offer documents to contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide
to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, unless
a different vote is required by applicable law or stock exchange rules, we will complete our initial business combination only if a majority
of the outstanding shares of common stock voted are voted in favor of the business combination. However, the participation of our sponsor,
officers, directors, advisors or any of their respective affiliates in privately-negotiated transactions (as described in the initial
public offering (“IPO”) prospectus)), if any, could result in the approval of our initial business combination even if a
majority of our public stockholders’ vote, or indicate their intention to vote, against such business combination. For purposes
of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. Our bylaws will require that we give at least 10 days prior notice of any such meeting,
if required, at which a vote shall be taken to approve our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”), will be restricted
from redeeming more than an aggregate of 15% of the shares sold in the IPO, without our prior consent, which we refer to as the “Excess
Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares)
for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect
to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of
shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially
at a loss.


 






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If
we seek stockholder approval in connection with our initial business combination, our sponsor, officers and directors have (and their
permitted transferees, as applicable, will agree) agreed to vote any founder shares and any public shares held by them in favor of our
initial business combination. As a result, in addition to our sponsor’s founder shares, we would need 15,000,001, or 37.5%, of
the 40,000,000 public shares sold in the IPO to be voted in favor of our initial business combination in order to have such initial business
combination approved. Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote,
irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within the completion
window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than
ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors 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 any founder shares held by them if we fail to complete our initial business combination within the completion
window. However, if our sponsor or any of our officers or directors acquires public shares after the IPO, 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 completion window.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each
class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business
days prior to the consummation of our initial business combination, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations
described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units, except that: (1) only holders of the founder
shares have the right to vote on the election of directors prior to our initial business combination; (2) the founder shares are subject
to certain transfer restrictions, as described in more detail below; (3) our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our initial business combination, (b) waive their redemption rights with
respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended
and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public
shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated our initial
business combination within the completion window; and (c) waive their rights to liquidating distributions from the trust account with
respect to any founder shares held by them if we fail to complete our initial business combination within the completion window (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 completion window); (4) the founder shares are automatically convertible into shares of our
Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain
anti-dilution rights, as described herein; and (5) the holders of founder shares are entitled to registration rights. If we submit our
initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed (and their permitted
transferees, as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business
combination.


 






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The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of our initial business combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such
issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common
stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding plus
all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor and other permitted transferees, each of whom are subject to the same transfer
restrictions) until the earlier of  (A) one year after the completion of our initial business combination, (B) subsequent to our
initial business combination, if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, and (C) following the completion of our initial business combination, such
future date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all
of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that 1,000,000 shares of preferred stock may be issued from time to time in
one or more series. Our board of directors are 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 are able to, without stockholder approval, issue preferred stock with voting and other rights
that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof.
Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of  $11.50 per share,
subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant
to the warrant agreement, a public warrant holder may exercise its public warrants only for a whole number of shares of Class A common
stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants have been issued
upon separation of the units and only whole warrants are traded. Accordingly, unless you purchase at least three 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 shares of Class A common stock pursuant to the exercise of a public warrant and will have no obligation
to settle such public warrant exercise unless a registration statement under the Securities Act of 1933, as amended, (the “Securities
Act”) with respect to the shares of Class A common stock underlying the public warrants is then effective and a current prospectus
relating to those shares of Class A common stock is available, subject to our satisfying our obligations described below with respect
to registration. No public 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 from registration is available. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a public warrant, the holder of such public warrant will
not be entitled to exercise such public warrant and such public warrant may have no value and expire worthless. In no event will we be
required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the
purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common
stock underlying such unit.


 






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We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable best efforts to file with the SEC, and within 60 business days following our initial business
combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants
expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed
on a national securities exchange such that it satisfies 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 reasonable best efforts to qualify the shares under applicable blue
sky laws to the extent an exemption is not available.


 


We
have agreed that as soon as practicable, but in no event later than thirty (30) days, after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to
cause the same to become effective 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. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective within 90 days after the closing
of our initial business combination, warrant holders may, under the circumstances specified in the warrant agreement and until such time
as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis.


 


Redemption
of Warrants for Cash. Once the public warrants become exercisable, we may call the warrants for redemption:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of  $0.01 per public warrant;



 


		●	upon
                                            a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
                                            period, to each warrant holder; and



 


		●	if,
                                            and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share
                                            (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
                                            like) for any 10 trading days within a 20-trading day period ending on the third trading
                                            day prior to the date on which we send the notice of redemption to the public warrant holders.



 


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.


 






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We
have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price
after the redemption notice is issued.


 


Redemption
Procedures and Cashless Exercise. If we call the warrants for redemption as described above, our management has the option to
require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all
holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position,
the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the
warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
over the exercise price of the warrants by (y) the fair market value. For this purpose, the “fair market value” shall mean
the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the
warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option
to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for
redemption and our management does not take advantage of this option, our sponsor and its permitted transferees are still entitled to
exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders
would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in
more detail below.


 


A
holder of a public 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 shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends of which are dividends
up to $0.50 per share per year, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed
initial business combination, (d) as a result of the repurchase of shares of Class A common stock by the company if the proposed initial
business combination is presented to the stockholders of the company for approval, or (e) in connection with the redemption of our public
shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on
each share of Class A common stock in respect of such event. No other adjustments will be required to be made including for issuing Class
A common stock at below market price and/or exercise price.


 






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


 


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


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per 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 consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price
of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we 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, and the $18.00
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price.


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another entity or conversion of the company into another type of entity (other than a consolidation or merger in which we are the
continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common
stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety
or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our
Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind
and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and
if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption
offer made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s
amended and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if
a proposed initial business combination is presented to the stockholders 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) securities representing more than 50% of the aggregate voting power, including
the power to vote on the election of our directors, of our issued and outstanding equity securities, and (for the avoidance of doubt)
such tender offer results in a change of control of us, the holder of a public 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 stockholder 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 common
stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (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 common stock in such a transaction is payable in the form
of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of
the warrant properly exercises the warrant within thirty 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.


 






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The
warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement has been filed as an exhibit to the IPO registration statement and contains the description of the
terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder 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 IPO registration statement, or to correct any
defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. A change affecting the terms of the private placement
warrants will require the approval of holders of at least 50% of the private placement warrants.


 


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


 


The
public warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share,
we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant
holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain
full value from the fractional interest that will not be issued.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be
transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited
exceptions as described under the IPO registration statement’s section entitled “Principal Stockholders — Transfers
of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with
our sponsor) and they will not be redeemable by us. Otherwise, the private placement warrants have terms and provisions that are identical
to those of the warrants sold as part of the units in the IPO. If the private placement warrants are held by holders other than the sponsor
or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis
as the public warrants.


 






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If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the excess of the “sponsor fair market value” (defined
below) over the exercise price of the private placement warrants by (y) the fair market value. The “sponsor fair market value”
shall mean the average closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of warrant exercise is sent to the warrant agent. We expect to have policies in place that prohibit insiders
from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public stockholders who could exercise their public warrants and sell the shares of Class A common stock received upon such exercise
freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
securities. As a result, we believe that allowing the holders to exercise the private placement warrants on a cashless basis is appropriate.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor
or our officers and directors may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial
business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned
amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible
into warrants at a price of  $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any,
have not been determined and no written agreements exist with respect to such loans.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of 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 a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is
not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any
indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all 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.


 






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Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions from the time of the IPO that will apply
to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders
of at least 65% of our common stock and then only if we allow dissenting holders the opportunity to redeem their pro-rata interest from
the trust account. Our sponsor, who collectively and beneficially own 20% of our common stock, may participate in any vote to amend our
amended and restated certificate of incorporation and has the discretion to vote in any manner it chooses. Prior to an initial business
combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if
                                            we are unable to complete our initial business combination within the completion window,
                                            we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as
                                            reasonably possible but not more than ten business days thereafter, subject to lawfully available
                                            funds therefor, redeem 100% of the public shares, at a per share price, payable in cash,
                                            equal to the aggregate amount then on deposit in the trust account, including interest (less
                                            up to $100,000 of interest to pay dissolution expenses and which interest shall be net of
                                            taxes payable), divided by the number of then outstanding public shares, which redemption
                                            will completely extinguish public stockholders’ rights as stockholders (including the
                                            right to receive further liquidating distributions, if any), subject to applicable law; and
                                            (3) as promptly as reasonably possible following such redemption, subject to the approval
                                            of our remaining stockholders and our board of directors, dissolve and liquidate, subject
                                            in each case to our obligations under Delaware law to provide for claims of creditors and
                                            the requirements of other applicable law;



 


		●	prior
                                            to our initial business combination, we may not issue additional shares of capital stock
                                            that would entitle the holders thereof to: (1) receive funds from the trust account; or (2)
                                            vote 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 directors,
                                            will obtain an opinion from an independent investment banking firm which is a member of FINRA
                                            or a qualified independent accounting firm that such a business combination is fair to our
                                            company from a financial point of view;



 


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



 


		●	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 the trust account (excluding
                                            the amount of any 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;



 


		●	if
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            to modify the substance or timing of our obligation to redeem 100% of our public shares if
                                            we do not complete our initial business combination within the completion window, we will
                                            provide our public stockholders with the opportunity to redeem all or a portion of their
                                            shares of Class A common stock upon such approval at a per share price, payable in cash,
                                            equal to the aggregate amount then on deposit in the trust account, including interest (which
                                            interest shall be taxes payable), divided by the number of then outstanding public shares;
                                            and



 


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



 


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


 






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Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We
have elected to be exempt from the restrictions imposed under Section 203 of the DGCL. However, our certificate of incorporation contains
similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that such stockholder becomes an interested stockholder unless:


 


		●	prior
                                            to such time, our board of directors approved either the business combination or the transaction
                                            which resulted in the stockholder becoming an interested stockholder;



 


		●	upon
                                            consummation of the transaction which resulted in the stockholder becoming an “interested
                                            stockholder,” the interested stockholder owned at least 85% of our voting stock outstanding
                                            at the time the transaction commenced (excluding certain shares); or



 


		●	on
                                            or subsequent to such time, the business combination is approved by our board of directors
                                            and by the affirmative vote of at least two-third of the outstanding voting stock not owned
                                            by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit
to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with
that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.


 


Under
some circumstances, this provision will make it more difficult for a person who is an interested stockholder to effect various business
combinations with us for a three-year period.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its various affiliates, any of their respective direct
or indirect successors and transferees of at least 15% of our outstanding common stock, and any group as to which such persons are party
to, will not be deemed to be “interested stockholders” for purposes of this provision.


 


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


 


Exclusive
Forum For Certain Lawsuits


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware and, if brought outside of the State of Delaware, the stockholder bringing such suit
will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe these provisions benefit
us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provisions
may have the effect of discouraging lawsuits against our directors and officers.


 


In
addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative
forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or our directors, officers,
other employees or agents. Although we believe this provision benefits us by providing increased consistency in the application of Delaware
law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is
enforceable, the provision may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders,
although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations
thereunder.


 






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Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit our stockholders’ ability
to obtain a favorable judicial forum for disputes with us and may have the effect of discouraging lawsuits against our directors and
officers. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have
notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation. If any action the subject
matter of which is within the scope of the forum provisions is filed in a court other than a court located within the State of Delaware
(a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal
jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court
to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such stockholder in
any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.


 


Special
Meeting of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our chief
executive officer or by our chairman, if any.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the secretary to our principal executive offices not later than the close of business on the 90th
day nor earlier than the opening of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. If our
annual meeting is called for a date that is not within 45 days before or after such anniversary date, a stockholder’s notice will
need to be received not earlier than the opening of business on the 120th day before the meeting and not later than the later of (x)
the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which we first
publicly announce the date of the annual meeting.


 


Our
bylaws also specify certain requirements as to the form and content of a stockholder’s notice for an annual meeting. Specifically,
a stockholder’s notice must include: (i) a brief description of the business desired to be brought before the annual meeting, the
text of the proposal or business and the reasons for conducting such business at the annual meeting, (ii) the name and record address
of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class or
series and number of shares of our capital stock owned beneficially and of record by such stockholder and by the beneficial owner, if
any, on whose behalf the proposal is made, (iv) a description of all arrangements or understandings between such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made and any other person or persons (including their names) in connection
with the proposal of such business by such stockholder, (v) any material interest of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made in such business and (vi) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to bring such business before such meeting. These notice requirements will be deemed satisfied by a stockholder
as to any proposal (other than nominations) if the stockholder has notified us of such stockholder’s intention to present such
proposal at an annual meeting in compliance with Rule 14a-8 of the Exchange Act, and such stockholder has complied with the requirements
of such rule for inclusion of such proposal in the proxy statement we prepare to solicit proxies for such annual meeting. Pursuant to
Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained
therein. The foregoing provisions may limit our stockholders’ ability to bring matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.


 






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Action
by Written Consent


 


Any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified
Board of Directors


 


Our
board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving
staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may
be changed only by resolution of the board of directors. Prior to our initial business combination, only holders of our founder shares
have the right to vote on the election of directors. Holders of our public shares are not be entitled to vote on the election of directors
during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares
may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation
may only be amended by a resolution passed by a majority of our shares of Class B common stock. With respect to any other matter submitted
to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law or the
applicable rules of NYSE then in effect, 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. Any vacancy on our board of directors, including a vacancy resulting from an
enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal
would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of Class B common stock were present and voted.


 


Securities
Eligible for Future Sale


 


We
have 40,000,000 shares of Class A common stock outstanding. All of these shares are freely tradable without restriction or further registration
under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the 10,000,000 Class B founder shares and all 7,500,000 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth
in the IPO prospectus.


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled
to sell their securities provided that: (1) such person is not deemed to have been one of our affiliates at the time of, or at any time
during the three months preceding, a sale; and (2) we are subject to the Exchange Act periodic reporting requirements for at least three
months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such
shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates at the
time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person
would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:


 






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		●	1%
                                            of the total number of shares of Class A common stock then outstanding, which will equal
                                            400,000 shares; or



 


		●	the
                                            average weekly reported trading volume of the common stock during the four calendar weeks
                                            preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.


 


Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies


 


Rule
144 is not available for the resale of securities initially issued by shell companies (other than a business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to
this prohibition if the following conditions are met:


 


		●	the
                                            issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the
                                            issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
                                            of the Exchange Act;



 


		●	the
                                            issuer of the securities has filed all Exchange Act reports and material required to be filed,
                                            as applicable, during the preceding 12 months (or such shorter period that the issuer was
                                            required to file such reports and materials), other than Current Reports on Form 8-K; and



 


		●	at
                                            least one year has elapsed from the time that the issuer filed current Form 10 type information
                                            with the SEC reflecting its status as an entity that is not a shell company.



 


As
a result, our initial stockholders will be able to sell their founder shares pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and
any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion
of working capital loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement requiring
us to register such securities for resale (in the case of the founder shares, only after conversion into shares of Class A common stock).
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of our initial business combination and rights to require us to register for resale such securities
pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration
statement.


 


In
addition, pursuant to the registration and stockholder rights agreement, our sponsor, upon consummation of an initial business combination,
is entitled to nominate one person for election to our board of directors.


 


Listing
of Securities


 


We
have listed our units, Class A common stock and warrants on the NYSE under the symbols “MBAC.U”, “MBAC” and “MBAC
WS”, respectively. The common stock and warrants constituting the units began separate trading on April 26, 2021.


 


 


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