Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES




REGISTERED PURSUANT TO SECTION 12 OF THE




SECURITIES EXCHANGE ACT OF 1934


 


The following summary of
the material terms of certain securities of D and Z Media Acquisition Corp., a Delaware corporation (“we,” “us,”
“our” or “the company”), is not intended to be a complete summary of the rights and preferences of such securities
and is subject to and qualified by reference to our amended and restated certificate of incorporation, our bylaws and the warrant agreement,
dated January 25, 2021, between the company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”),
in each case incorporated by reference as exhibits to the company’s Annual Report on Form 10-K (the “Report”) of which
this exhibit is a part, and applicable Delaware law, including the Delaware General Corporation Law (the “DGCL”).


 


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


 


General


 


Pursuant to our amended and
restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, par value
$0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par
value $0.0001 per share.


 


Our units, Class A common
stock and warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “DNZ.U,” “DNZ”
and “DNZ WS,” respectively.


 


Units


 


Each unit consists of one
whole share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the Warrant Agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised
at any given time by a warrant holder. For example, if a warrant holder holds one-third or two-thirds of one warrant to purchase a share
of Class A common stock, such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant
will be exercisable for one share of Class A common stock at a price of $11.50 per share.


 


The Class A common stock
and warrants comprising the units commenced separate trading on March 18, 2021. Holders have the option to continue to hold units or separate
their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the
units into shares of Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade.


 


Common Stock


 


Stockholders of record are
entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of
Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by
law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or
applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve
any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve
for a term of three years (except for those directors appointed prior to our first annual meeting of stockholders) with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that
the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 




     


     


    

 


Because our amended and restated
certificate of incorporation authorizes the issuance of up to 200,000,000 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 Class A 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.


 


In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first full fiscal
year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders
for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such
a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our
stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force
us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described
herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters of our initial public offering. Our initial stockholders, officers, and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares
and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition
companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons,
we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules
of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated
certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will,
like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only
if a majority of the shares of common stock voted are voted in favor of our initial business combination. 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 stockholders vote, or indicate their intention to vote, against such
initial 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.


 


If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares
sold in our initial public offering 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
our initial 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 shares in open market transactions, potentially at a loss.


 


If we seek stockholder approval
in connection with our initial business combination, our initial stockholders, officers and directors have agreed to vote any founder
shares they hold and any public shares they may purchase (including in open market and privately-negotiated transactions) in favor
of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 10,781,251,
or 37.5%, of the 28,750,000 public shares sold in our initial public offering to be voted in favor of an initial business combination
(assuming all outstanding shares are voted) in order to have our initial business combination approved. Additionally, each public stockholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 




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Pursuant to our amended and
restated certificate of incorporation, if we are unable to complete our initial business combination by January 28, 2023, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter, 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 (less taxes payable and up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have
agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination by January 28, 2023 or during any extended time that we have to consummate a business combination beyond
January 28, 2023 as a result of a stockholder vote to amend our amended and restated certificate of incorporation (an “Extension
Period”). However, if our initial stockholders or management team acquire public shares, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our 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 shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at
a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated
as Class B common stock and, except as described below, are identical to the shares of Class A common stock included in the units sold
in our initial public offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i)
the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with
respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (B) to
waive their redemption rights with respect to any founder shares and public shares they hold 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 redeem
100% of our public shares if we have not consummated an initial business combination by January 28, 2023 or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights
to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business
combination by January 28, 2023 or during any Extension Period, although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, and
(iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated
certificate of incorporation. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders
have agreed to vote their founder shares and any public shares they may purchase (including in open market and privately-negotiated transactions)
in favor of our initial business combination.


 


The founder shares will automatically
convert into shares of Class A common stock concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities
are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class
A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders),
including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by our company in connection with or in relation to the consummation of the initial business
combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares
of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants
issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares
will never occur on a less than one-for-one basis.


 




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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, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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,
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock
exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock
for cash, securities or other property.


 


Preferred Stock


 


Our amended and restated
certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board
of directors is able to, without stockholder approval, issue shares of 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 shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. Although we do not currently intend to issue any shares of preferred
stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of 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, provided in each case that we have an
effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of
Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders
to exercise their warrants on a cashless basis under the circumstances specified in the Warrant Agreement) and such shares are registered,
qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the
Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only
a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. The warrants will expire five years after the completion of our initial business combination, at 5:00
p.m., New York City time, or earlier upon redemption or liquidation.


 


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


 




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We have agreed that as soon
as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use
our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock
issuable upon exercise of the warrants. We will use our best 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 by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or
another exemption. Notwithstanding the above, if our shares of Class A common stock are at the time of any exercise of a warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of warrants for cash


 


Once the warrants become
exercisable, we may call the warrants for redemption for cash:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock
and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) for
any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant
holders.



 


If and when the warrants
become redeemable by us for cash, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws.


 


We have established the last
of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination) 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 will have the option to require any holder that wishes to exercise his, her or its warrant
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. If our management takes advantage of this option, all holders of warrants 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
Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common stock
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will 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, the holders of the private placement warrants and their permitted transferees
would still be 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.


 




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


 


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


 


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all
or substantially all of the holders of Class A common stock on account of such Class A common stock (or other securities into which the
warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A common stock in connection with a proposed initial business combination, or (d) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each share of Class A common stock in respect of such event.


 


If the number of outstanding
shares of Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A common
stock or other similar event, then, on the effective date of such consolidation, combination, reverse share 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 share 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 share of Class A common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or 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 after 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 under “Redemption of warrants for cash” will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 




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In case of any reclassification
or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value of such
Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
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
Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders
of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading
or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days
following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the Warrant Agreement based
on the Black-Scholes Warrant Value (as defined in the Warrant Agreement) of the warrant. The purpose of such exercise price reduction
is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The warrants were issued
in registered form under the Warrant Agreement, which provides that the terms of the warrants may be amended without the consent of any
holder for the purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions
of the Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in our final prospectus,
(ii) adjusting the provisions relating to cash dividends on shares of common stock as contemplated by and in accordance with the Warrant
Agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the Warrant Agreement as the parties
to the Warrant Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the warrants, provided that the approval by the holders of at least 50% of the then outstanding public warrants is required
to make any change that adversely affects the interests of the registered holders of public warrants, and, solely with respect to any
amendment to the terms of the private placement warrants, 50% of the then outstanding private placement warrants.


 


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


 


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.


 


The Warrant Agreement provides
that, subject to applicable law, (i) 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 (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the
exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.


 


Notwithstanding the foregoing,
these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented
to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions
of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the
Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York 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 warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign
action as agent for such warrant holder.


 




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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, to our officers
and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not
be redeemable by us for cash so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers,
or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described in
this section, 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. The private placement warrants held by Loop Capital Markets LLC, one of the underwriters of our
initial public offering (“Loop Capital”), will not be exercisable after January 25, 2026. If the private placement warrants
are held by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units sold in our initial public offering.


 


If holders of the private
placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants
for that number of 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” of our Class A common stock
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will 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. The reason that we have agreed that these warrants will be exercisable on a cashless
basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this time whether
they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities
in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities
except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider
cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could exercise their 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 such warrants on a cashless basis is appropriate.


 


In order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into
warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants.


 


Our initial stockholders
have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable upon exercise
of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among
other limited exceptions, transfers can be made to our officers and directors and other persons or entities affiliated with our sponsor.


 


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 a 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 a 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. 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 claims and losses that may arise out of acts performed or omitted for its activities in that capacity,
except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock
Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any
monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the
trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a
claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the
trust account or interest earned thereon.


 




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Amended and Restated Certificate of Incorporation


 


Our amended and restated
certificate of incorporation contains certain requirements and restrictions relating to our initial public offering that will apply to
us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of
65% of our common stock. Our initial stockholders may participate in any vote to amend our amended and restated certificate of incorporation
and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:


 


		●	If we are unable to complete our initial business
combination by January 28, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, 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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware
law to provide for claims of creditors and in all cases subject to the requirements of other applicable law;



 


		●	Prior to 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 (b) to approve an amendment to our amended and restated certificate
of incorporation to (x) extend the time we have to consummate a business combination beyond January 28, 2023 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 executive 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 an 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 law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer
to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the
SEC prior to completing our initial business combination which contain substantially the same financial and other information about our
initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act. Whether or not we maintain
our registration under the Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem
their public shares by one of the two methods listed above;



 


		●	Our amended and restated certificate of incorporation
and the NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80%
of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of 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 by January 28, 2023, or with respect to any other material provisions relating
to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity
to redeem all or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein; and



 




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		●	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 to be less than $5,000,001.


 


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


 


We are subject to the provisions
of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding
voting stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for
three years following the date that the stockholder became an interested stockholder.



 


A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction
that made the stockholder an “interested stockholder,” prior to the date of the transaction;



 


		●	after the completion of the transaction that
resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction,
the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written
consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 


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


 


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


 


Exclusive forum for certain lawsuits


 


Our amended and restated
certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer
or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising
pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting
a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of
Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction,
as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an
action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such
stockholder’s counsel.


 




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Although we believe this
provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of
discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with
federal securities laws and the rules and regulations thereunder.


 


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. Additionally, unless we consent in writing to the selection of an alternative forum, the
federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities
Act against us or any of our directors, officers, other employees or agents. Section 22 of the Securities Act, however, created concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability
of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the
Delaware courts have determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring
a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will
be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities
shall be deemed to have notice of and consented to these provisions; however, we note that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.


 


Special meeting of stockholders


 


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


 


Advance notice requirements for stockholder
proposals and director nominations


 


Our bylaws provide that stockholders
seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to
be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier
than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders.
Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice
periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These
provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for
directors at our annual meeting of stockholders.


 


Action by written consent


 


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


 


Classified Board of Directors


 


Our board of directors is
divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. Our
amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of
the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time,
but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our
capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of
directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our
directors then in office.


 




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Class B Common Stock Consent Right


 


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


 


Securities Eligible for Future Sale


 


Immediately after our initial
public offering we had 35,937,500 shares of common stock outstanding. Of these shares, the 28,750,000 shares of Class A common stock
sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act, except for
any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding
7,187,500 founder shares and all of the outstanding 5,100,000 private placement warrants are restricted securities under Rule 144, in
that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 


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


 


		●	1% of the total number of shares of Class A common
stock then outstanding; or



 


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



 






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


 


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


 


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


 


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



 


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



 


		●	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 Form 8-K reports; 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 and private placement warrants, as applicable, pursuant to Rule 144 without registration
one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder
shares, private placement 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
and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement entered into
on January 25, 2021, requiring us to register such securities for resale. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. Notwithstanding
the foregoing, Loop Capital may not exercise its demand and “piggyback” registration rights after January 25, 2026 and January
25, 2028, respectively, and may not exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common
stock and warrants are listed on the NYSE under the symbols “DNZ.U,” “DNZ” and “DNZ WS,” respectively.


 


 


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