Exhibit 4.5 


 


DESCRIPTION OF SECURITIES OF

LATAMGROWTH SPAC

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2021, LatAmGrowth SPAC (the
 “Company,” “we,” “us” and “our”) had three classes of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting of one Class A ordinary share and one-half
of one redeemable warrant, Class A ordinary shares, par value $0.0001, and warrants. The following description of our capital stock summarizes
certain provisions of our amended and restated memorandum and articles of association. The description is intended as a summary, and is
qualified in its entirety by reference to our amended and restated memorandum and articles of association, a copy of which has been filed
as an exhibit to this Annual Report on Form 10-K. Defined terms used herein, but otherwise not defined, shall have the meaning ascribed
to them in this Annual Report on Form 10-K. 


 


We are a Cayman Islands exempted company (company
number 376014) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and
the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to
issue 220,000,000 ordinary shares, $0.0001 par value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B
ordinary shares, as well as 1,000,000 preferred shares, $0.0001 par value each.


 


Units


 


Public Units


 


Each unit consists of one Class A ordinary
share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given
time by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase a Class A ordinary share, such
warrant will not be exercisable. If a warrant holder holds two halves of one warrant, such whole warrant will be exercisable for one Class A
ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the units began separate trading
on March 17, 2022. Upon commencement of separate trading, holders have the option to continue to hold units or separate their units into
the component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into Class A
ordinary shares and warrants. No fractional warrants were issued upon separation of the units and only whole warrants trade.


 


Ordinary Shares


 


As of March 31, 2022, 16,250,000 of our
ordinary shares are outstanding including:


 


	 	·	13,000,000 Class A ordinary shares, including the Class A ordinary shares underlying the units issued as part of our IPO; and


 


	 	·	3,250,000 Class B ordinary shares held by our initial shareholders.


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies
Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve
any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law,
which requires the affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting
of the company, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended
and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board
of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors
being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders
of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However, only holders of Class B
ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection with the completion of
our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors
until after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and
if declared by the board of directors out of funds legally available therefor.


 






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Because our amended and restated memorandum and
articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder
approval in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings or appoint directors.
We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our sponsor, 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 their founder shares and public shares in connection with the completion of our initial business combination. Unlike
many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote
for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the
redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder
approval for business or other 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 shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this report),
if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum
and articles of association require that at least five days’ notice will be given of any general meeting.


 






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


 


If we seek shareholder approval in connection with
our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased
after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination. As a result,
in addition to our initial shareholders’ founder shares, we would need 4,875,001, or 37.5%, of the 13,000,000 public shares sold
in our IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
all outstanding shares are voted). Additionally, each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting
held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination within 15 months from the closing of our IPO (or
up to 21 months, if we extend the time to complete a business combination as described in this report), 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of 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 their
founder shares if we fail to complete our initial business combination within 15 months from the closing of our IPO (or up to 21 months,
if we extend the time to complete a business combination as described in this report). However, if our sponsor or management team acquire
public shares after our 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 prescribed time period.


 


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


 






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Founder Shares


 


The founder shares are designated as Class B
ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our IPO,
and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights;
(iii) 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 their founder shares and public shares in connection with the completion of our initial business
combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
have not consummated an initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the
time to complete a business combination as described in this report) or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity, (C) waive their rights to liquidating distributions from
the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the
closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), 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 (D) vote any founder shares held by them and any public shares purchased
during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination,
(iv) the founder shares are automatically convertible into Class A ordinary shares 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 memorandum and articles of association, and (v) only holders of Class B ordinary shares will have the right to
appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination.


 


The founder shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued
or deemed issued in connection with our initial business combination (other than the forward purchase units), the number of Class A
ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary
shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders),
including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding the forward purchase units and any Class A ordinary shares or equity-linked securities exercisable for or
convertible into Class A ordinary shares 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.


 


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 ordinary shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for
cash, securities or other property.


 


Register of Members


 


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


 


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


 






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


 


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


 


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


 


Under Cayman Islands law, the register of members
of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on
the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of the IPO, the register
of members was updated to reflect the issue of shares by us and the shareholders recorded in the register of members are deemed to have
legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to
a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman
Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that
the register of members does not reflect the correct legal position. If an application for an order for rectification of the register
of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman
Islands court.


 


Preferred Shares


 


Our amended and restated memorandum and articles
of association authorize 1,000,000 preferred shares and provide that preferred shares 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 will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our
board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a
change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we
do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
30 days after the completion of our initial business combination, provided that we have an effective registration statement under the
Securities Act covering the Class A ordinary shares 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 Class A ordinary
shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon
separation of the units and only whole warrants trade. Accordingly, unless you purchase at least two units, you will not be able to receive
or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary
share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may
have no value and expire worthless. In no event will we be required to 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 Class A ordinary share 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 commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants. 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 or redemption
of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary
shares 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 Class A ordinary shares are at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so
elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use
our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary
shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the
fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A
ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the
warrant agent.


 


Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00


 


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


 


	 	·	in whole and not in part;


 


	 	·	at a price of $0.01 per warrant;


 


	 	·	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


	 	·	if, and only if, the Reference Value equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like).


 


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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A
ordinary shares is available throughout the 30-day redemption period.


 


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. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 






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Redemption of Warrants When the Price per Class A
Ordinary Share Equals or Exceeds $10.00


 


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


 


	 	·	in whole and not in part;


 


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


 


	 	·	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like); and


 


	 	·	if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.


 


The numbers in the table below represent the number
of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this
redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date
(assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted
average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration
date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later
than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references above
to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary
shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination.


 


The numbers in the table below will not be adjusted
when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity
following our initial business combination.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of the warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment
and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares
in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of raising capital in connection with
the initial business combination, the adjusted share prices in the column headings will by multiplied by a fraction, the numerator of
which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution Adjustments”
and the denominator of which is $10.00.


 






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



 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted
average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of
the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary
shares for each whole warrant.


 


For an example where the exact fair market value
and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares
as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the
warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection
with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will
the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject
to adjustment).


 


This redemption feature is structured to allow
for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which
may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per
share threshold set forth above under “—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive
a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of the IPO prospectus.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have
certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will
be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow
us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay
the redemption price to the warrant holders. As stated above, we can redeem the warrants when the Class A ordinary shares are trading
at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital
structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the
applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the
exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would
have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary
shares were trading at a price higher than the exercise price of $11.50.


 






    8


     


    

 


No fractional Class A ordinary shares will
be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down
to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the
warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if
we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as
the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use
its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.


 


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


 


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


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than
(a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A
ordinary shares 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
Class A ordinary share in respect of such event.


 


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


 






    9


     


    

 


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


 


In addition, if (x) we issue additional Class A
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per Class A ordinary share, (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the completion of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per
share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the
price per share of Class A ordinary shares equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to
180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent
to the caption “Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”
will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and
outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A ordinary shares in such a transaction is payable in the form of ordinary shares in the successor entity
that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
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 will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity
or correct any defective provision or to make any amendments that are necessary in the good faith determination of our board of directors
(taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements,
but otherwise requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders. You should review a copy of the warrant agreement filed as an exhibit to our IPO registration
statement for a complete description of the terms and conditions applicable to the 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 ordinary shares and any voting rights until they exercise their warrants and receive
Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by shareholders.


 






    10


     


    

 


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


 


Exclusive
Forum Provision. Our 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.


 


Private Placement Warrants


 


The private placement warrants (including the Class A
ordinary shares issuable upon exercise of such 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 “Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Shareholder Matters—Transfers of Founder Shares and Private Placement Warrants,”
to our officers and directors and other persons or entities respectively affiliated with our sponsor) and they will not be redeemable
by us so long as they are held by our sponsor, members of our sponsor or its permitted transferees. The sponsor or its permitted transferees,
has the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants
have terms and provisions that are identical to those of the warrants sold as part of the units in our 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 warrants included in the units sold in our IPO.


 


Except as described under “—Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” 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 Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the warrants, multiplied by the excess of the “historical fair market value” of our Class A ordinary shares (defined
below) over the exercise price of the warrants by (y) the fair market value. For these purposes, the “historical fair market
value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third
trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that
these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its 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 shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


Forward Purchase Units


 


We entered into a forward purchase agreement with
the Sponsor Affiliate, pursuant to which such affiliate committed that it will purchase from us up to 4,000,000 forward purchase units,
consisting of one Class A ordinary share (the “forward purchase shares”) and one-half of one warrant to purchase one Class
A ordinary share (the “forward purchase warrants”), for $10.00 per unit, or an aggregate amount of up to $40.0 million, in
a private placement that will close concurrently with the closing of our initial business combination. The proceeds from the sale of these
forward purchase units, together with the amounts available to us from the trust account (after giving effect to any redemptions of public
shares) and any other equity or debt financing obtained by us in connection with the business combination, will be used to satisfy the
cash requirements of the business combination, including funding the purchase price and paying expenses and retaining specified amounts
to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from
the trust account and other financing are sufficient for such cash requirements, the Sponsor Affiliate may purchase less than 4,000,000
forward purchase units. In addition, the Sponsor Affiliate’s commitment under the forward purchase agreement will be subject to
SouthLight Capital completing the raising of a new fund, approval, prior to our entering into a definitive agreement for our initial business
combination, of its investment committee as well as customary closing conditions under the forward purchase agreement. The forward purchase
shares are identical to the Class A ordinary shares included in the units sold in our IPO, except that they are subject to transfer restrictions
and registration rights, as described herein. The forward purchase warrants have the same terms as the private placement warrants.


 






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Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of 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. 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 ordinary shares and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any 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.


 


Certain Differences in Corporate Law


 


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


 


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


 


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


 






    12


     


    

 


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


 


Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company
is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction;
and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 


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


 






    13


     


    

 


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


 


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


 


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


 


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


 


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


 


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


  


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Special Considerations for Exempted Companies.
We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman
Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an
ordinary company except for the exemptions and privileges listed below:


 


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


 


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


 


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


 


	 	·	an exempted company may issue shares with no par value;


 


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


 


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


 


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


 


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


 


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


 






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Amended and Restated Memorandum and Articles
of Association


 


The Business Combination Article of our amended
and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to
our IPO that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special
resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either
(i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if
so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders.
Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds
of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of
our shareholders.


 


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


 


	 	·	If we have not completed our initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report), 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of 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 on our 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 valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;


 


	 	·	If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other 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;


 


	 	·	We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;


 






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	 	·	If our shareholders approve an amendment to our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our
IPO (or up to 21 months, if we extend the time to complete a business combination as described in this report) or (B) with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide
our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public
shares, subject to the limitations and on the conditions described herein; 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 memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of our IPO, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


  


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


 


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


 


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


 





Listing of Securities


 


Our units, Class A ordinary shares and warrants
are listed on The Nasdaq Global Market (“Nasdaq”) under the symbols “LATGU,” “LATG” and “LATGW,”
respectively.


 






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