Exhibit
4.2


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO

SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock will consist of 200,000,000 shares of Class A
common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.000075 par value, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only
a summary, it may not contain all the information that is important to you. As of March 31, 2022, there were 16,851,598 shares of Class
A common stock and 5,617,199 shares of Class B common stock of the registrant issued and outstanding. Defined terms used herein and not
defined herein shall have the meaning ascribed to such terms in the company’s annual report.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to
adjustment as described in our prospectus filed with the SEC on July 19, 2021. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of shares of the company’s Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class
B common stock will have the right to elect all of our directors prior to the consummation of our initial business combination. On any
other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will
vote together as a single class, except as required by applicable law or stock exchange rule. These provisions of our amended and restated
certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder
meeting. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or 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 (other than the election of directors). Directors will be divided into three classes, each of which will
generally serve for a term of three years with only one class elected in each year. There is no cumulative voting with respect to the
election of directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 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 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 Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year
after our first fiscal year end following our listing on Nasdaq. 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 shares upon the completion of our initial
business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination, including interest (net of permitted withdrawals), divided
by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement
that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote
for or against the proposed transaction. 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 any founder shares and any public shares held by them in connection
with the completion of our initial business combination. Permitted transferees of our sponsor, officers or directors will be subject
to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction
with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote
is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business
or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the
tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial and
other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide to obtain
stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with
a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, unless
a different vote is required by applicable law or stock exchange rules, we will complete our initial business combination only if a majority
of the outstanding shares of common stock voted are voted in favor of the business combination. Unless otherwise required by applicable
law or stock exchange rules, a quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors or any of their respective affiliates
in privately-negotiated transactions (as described in our prospectus filed with the SEC on July 19, 2021), if any, could result in the
approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote,
against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30
days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be
taken to approve our initial business combination. These quorum and voting thresholds and agreements may make it more likely that we
will consummate our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming 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 the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and,
in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 




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If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, officers and directors have
(and their permitted transferees, as applicable, will agree) agreed to vote any founder shares and any public shares held by them in
favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need
5,000,001, or 33.5%, of the 15,000,000 public shares sold in our initial public offering to be voted in favor of our initial business
combination (assuming all issued and outstanding shares are voted and the option to purchase additional units is not exercised) in order
to have such initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within the completion
window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than
ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals 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),
subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. Our initial stockholders, officers and directors have entered into
a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination within the completion window.
However, if our sponsor or any of our officers or directors acquires public shares after our initial public offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
within the completion window.


 


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


 


Founder
Shares


 


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


 




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The
shares of Class B common stock, divided into three tranches equal to 40%, 40% and 20% of the shares of Class B common stock outstanding
upon the completion of our initial public offering, will automatically convert into shares of Class A common stock on a one-for-one basis
(subject to adjustment as provided herein) after our initial business combination when the triggering event corresponding to each such
tranche based on our shares trading at $12.00, $15.00 or $18.00 per share for any 20 trading days within 30-trading day period occurs
prior to the ten year anniversary of our initial business combination. In the case that additional shares of Class A common stock, or
equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial public offering and related to the
closing of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common
stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion
of each tranche of Class B common stock will equal, in the aggregate, on an as-converted basis, at a “conversion ratio” of
10%, 10% or 5% (based on varying price triggers as discussed in more detail below) of the total number of all shares of common stock
outstanding upon completion of our initial public offering plus all shares of Class A common stock and equity-linked securities issued
or deemed issued in connection with our initial business combination (including the forward purchase shares), excluding any shares or
equity-linked securities issued, or to be issued, to any seller in our initial business combination in consideration for such seller’s
interest in the business combination target and any private placement warrants issued upon the conversion of working capital loans made
to us.


 


If
during the period from the closing of our initial business combination to the ten year anniversary of our initial business combination,
the closing price of our Class A common stock equals or exceeds one or more of the per share price triggers described below (each, a
“price trigger,” together, the “triggering events”), the relevant tranche of the Class B common stock for each
such price trigger as described below will automatically convert into Class A common stock at the corresponding conversion ratio described
below:


 


		●	First
                                            Tranche: 40% of the shares of Class B common stock outstanding upon completion of our initial
                                            public offering, which shall include all shares of Class B common stock held by our officers
                                            and directors, will be automatically converted into our Class A common stock at a conversion
                                            ratio of 10% if the closing price of our Class A common stock equals or exceeds $12.00 per
                                            share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                            and the like) for any 20 trading days within a 30-trading day period commencing any time
                                            after completion of our initial business combination;



 


		●	Second
                                            Tranche: 40% of the shares of Class B common stock outstanding upon completion of our initial
                                            public offering will be automatically converted into our Class A common stock at a conversion
                                            ratio of 10% if the closing price of our Class A common stock equals or exceeds $15.00 per
                                            share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                            and the like) for any 20 trading days within a 30-trading day period commencing any time
                                            after completion of our initial business combination;



 


		●	Third
                                            Tranche: 20% of the shares of Class B common stock outstanding upon completion of our initial
                                            public offering will be automatically converted into our Class A common stock at a conversion
                                            ratio of 5% if the closing price of our Class A common stock equals or exceeds $18.00 per
                                            share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                            and the like) for any 20 trading days within a 30-trading day period commencing any time
                                            after completion of our initial business combination;



 


For
example, if fifteen months following the consummation of our initial business combination the closing price of Class A common stock equals
or exceed $15.00 but does not equal or exceed $18.00 for 20 trading days within a 30-trading day period, both the price triggers for
the first and second tranches will be met. Assuming the price trigger for the first tranche has not previously been met, 80% of the Class
B common stock will convert into a number of Class A common stock that would represent 20% of the total number of all shares of common
stock outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed
issued in connection with our initial business combination (including the forward purchase shares), excluding any shares or equity-linked
securities issued, or to be issued, to any seller in our initial business combination in consideration for such seller’s interest
in the business combination target and any private placement warrants issued upon the conversion of working capital loans made to us.


 




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In
addition, in the event of any liquidation, merger, share exchange, reorganization or other similar transaction is consummated after our
initial business combination (a “strategic transaction”) that results in all of our public stockholders having the right
to exchange their Class A common stock for cash, securities or other property, any then-outstanding tranches of Class B common stock
will automatically convert into Class A common stock, contemporaneously with the closing of such strategic transaction, on a one-for-one
basis (subject to adjustment as provided above).


 


Notwithstanding
the foregoing, all shares of Class B common stock that are issued and outstanding on the ten year anniversary of our initial business
combination will be automatically forfeited for no consideration.


 


As
further discussed in the paragraph below, we have a differentiated promote structure relative to other blank check companies. The founder
shares will convert into Class A common stock in three tranches after our initial business combination (i) when certain triggering events
based on our shares of Class A common stock trading at $12.00, $15.00 and $18.00 per share for any 20 trading days within a 30-trading
day period commencing any time after the completion of our initial business combination or (ii) upon specified strategic transactions,
in each case prior to the ten year anniversary of our initial business combination, and as described above. We believe this will better
align the interests of our management team and sponsor with those of our public stockholders.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor and other permitted transferees, each of whom will be subject to the same transfer
restrictions); provided, that any Class A common stock issued upon conversion of the founder shares will not be subject to such restrictions
on transfer after one year has passed since the completion of our initial business combination. In addition, all the founder shares will
be released from the lock-up on the date following the completion of our initial business combination on which we complete a liquidation,
merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property.


 


Preferred
Stock


 


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


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering and
30 days after the completion of our initial business combination. 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. Accordingly,
unless you purchase at least four units, you will not be able to receive or trade a whole warrant. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 




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We
will not be obligated to deliver any shares of 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 covering the issuance of the shares
of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class
A common stock is available, subject to our satisfying our obligations described below with respect to registration. No warrant will
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their
warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants,
the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common
stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our reasonable best efforts to file with the SEC, and within 60 business days following our initial business combination
to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are
redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in
effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the
extent an exemption is not available.


 


Redemption
of Warrants.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable,
we may call the warrants for redemption:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.01 per warrant;



 


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



 


		●	if,
                                            and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share
                                            (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
                                            like) for any 20 trading days within a 30-trading day period ending on the third trading
                                            day prior to the date on which we send the notice of redemption to the warrant holders.



 


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


 




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Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00. 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
                                            $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 common stock except
                                            as otherwise described below; and



 


		●	if,
                                            and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public
                                            share (as adjusted for adjustments to the number of shares issuable upon exercise or the
                                            exercise price of a warrant as described under the heading “— Warrants —
                                            Public Stockholders’ Warrants — Anti-Dilution Adjustments”) on the trading
                                            day prior to the date on which we send the notice of redemption to the warrant holders.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants
on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that a warrant holder will
receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants
and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of our
Class A common stock for 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 immediately
following the 10 trading day period described above ends.


 


Pursuant
to the warrant agreement, references above to shares of Class A common stock shall include a security other than Class A common stock
into which the shares of Class A common stock 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 shares of Class A common
stock 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 a warrant is adjusted as set forth under the heading “— Anti-dilution
Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column
headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the 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 a warrant is adjusted, (a) in
the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is
the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—
Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the
decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 






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	Redemption Date	 	Fair Market Value of Class A common stock	 
	(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 shares of Class A common stock
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 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 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 shares of Class A common stock 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 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 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 shares of Class A common stock for each whole warrant. In no event will
the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common
stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to
expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since
they will not be exercisable for any shares of Class A common stock.


 


This
redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common
stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
warrants to be redeemed when the shares of Class A common stock are trading at or above $10.00 per public share, which may be at a time
when the trading price of our shares of Class A common stock 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 share of Class A common stock 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 our prospectus filed with
the SEC on July 19, 2021. 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.



 




    8


     


    

 


As
stated above, we can redeem the warrants when the Class A common stock is 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 common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for
shares of Class A common stock if and when such Class A common stock was trading at a price higher than the exercise price of $11.50.


 


No
fractional shares of Class A common stock 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 shares of Class A common stock to be issued to the
holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A common stock 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 common stock, 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.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange
Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Redemption
Procedures.


 


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


 


Anti-Dilution
Adjustments.


 


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


 




    9


     


    

 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated
certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in
connection with an initial business combination or to redeem 100% of our Class A common stock if we do not complete our initial business
combination within the completion window, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of
such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common
stock in respect of such event.


 


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


 


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


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another 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 shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each
warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and
accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights
held by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a
result of the redemption of shares of Class A common stock by the company if a proposed initial business combination is presented to
the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker
thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such
maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such
warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant
agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction
is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered
holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant
exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant. 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 in order to determine and realize the option
value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion of the warrant
due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted
pricing model for estimating fair market value where no quoted market price for an instrument is available.


 




    10


     


    

 


The
warrants will be issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of
which our prospectus filed with the SEC on July 19, 2021 is a part, for a description of the terms and conditions applicable to the warrants.
The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants
to make any other change that adversely affects the interests of the registered holders of public warrants.


 


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 a Newly Issued 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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be
adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger
prices described below under “— Warrants — Public Stockholders’ Warrants — Redemption of warrants when
the price per share of Class A common stock 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 below under
“— Warrants — Public Stockholders’ Warrants — Redemption of warrants when the price per share of Class
A common stock 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.


 


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 Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted
on by stockholders.


 


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 our sponsor) and they will not be redeemable by
us so long as they are held by our sponsor or its permitted transferees except as set forth in our prospectus filed with the SEC on July
19, 2021. Our sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis and
will be entitled to certain registration rights. Otherwise, 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. If the private placement warrants are held by holders
other than our 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 initial public offering.


 




    11


     


    

 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average closing
price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by our sponsor and 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 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, an affiliate of our sponsor
or our officers and directors may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial
business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned
amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants
issued to 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 our initial
business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent
to a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is
not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any
indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is American Stock Transfer & Trust Company. We have agreed
to indemnify American Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its
stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that
may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence,
willful misconduct or bad faith of the indemnified person or entity.


 


Our
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 (other than amendments relating to the
appointment of directors, which require the approval of a majority of at least 90% of our common stock voting in a stockholder meeting)
cannot be amended without the approval of the holders of at least 65% of our common stock. Our initial stockholders, who collectively
beneficially own 25% of our common stock upon the closing of our initial public offering, 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. Prior to an initial business
combination, we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if
                                            we are unable to complete our initial business combination within the completion window,
                                            we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as
                                            reasonably possible but not more than ten business days thereafter, subject to lawfully available
                                            funds therefor, redeem 100% of the public shares, at a per share price, payable in cash,
                                            equal to the aggregate amount then on deposit in the trust account, including interest (net
                                            of permitted withdrawals 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), subject to applicable law; and (3) as promptly as reasonably
                                            possible following such redemption, subject to the approval of our remaining stockholders
                                            and our board of directors, dissolve and liquidate, subject in each case to our obligations
                                            under Delaware law to provide for claims of creditors and the requirements of other applicable
                                            law;


 




    12


     


    

 


		●	prior
                                            to our initial business combination, we may not issue additional shares of capital stock
                                            that would entitle the holders thereof to: (1) receive funds from the trust account; or (2)
                                            vote on any initial business combination;



 


		●	although
                                            we do not intend to enter into a business combination with a target business that is affiliated
                                            with our sponsor, our directors or our officers, we are not prohibited from doing so. In
                                            the event we seek to complete our initial business combination with a company that is affiliated
                                            with our sponsor, officers or directors, we, or a committee of independent and disinterested
                                            directors, will obtain an opinion from an independent investment banking firm that is a member
                                            of FINRA or from 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 applicable law
                                            or stock exchange rules and we do not decide to hold a stockholder vote for business or other
                                            reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation
                                            14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing
                                            our initial business combination which contain substantially the same financial and other
                                            information about our initial business combination and the redemption rights as is required
                                            under Regulation 14A of the Exchange Act; whether or not we maintain our registration under
                                            the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the
                                            opportunity to redeem their public shares by one of the two methods listed above;



 


		●	so
                                            long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq 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 (net of amounts disbursed
                                            to management for working capital purposes and excluding the deferred underwriting commissions
                                            and taxes payable on the interest earned on the trust account);



 


		●	if
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            to modify the substance or timing of our obligation to provide for the redemption of our
                                            public shares in connection with an initial business combination or to redeem 100% of our
                                            public shares if we do not complete our initial business combination within the completion
                                            window, we will provide our public stockholders with the opportunity to redeem all or a portion
                                            of their shares of 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 (net
                                            of permitted withdrawals), divided by the number of then outstanding public shares; and



 


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



 


In
addition, our amended and restated 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.








 


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


 


 


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