Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


The following summary of the material terms of
the securities of ScION Tech Growth II (“we,” “us,” “our” or “the company”), is not intended
to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended
and restated memorandum and articles of association, as may be amended, and the warrant agreement, dated February 9, 2021, between the
company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), in each case incorporated by reference
as exhibits to the company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”), and applicable
Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association and the Warrant Agreement in their
entirety for a complete description of the rights and preferences of our securities.


 


Terms not otherwise defined herein shall have
the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


General


 


We are a Cayman Islands exempted company (company
number 369526) 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 2,000,000 preference shares, $0.0001 par value each. The following
description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of
association. Because it is only a summary, it may not contain all the information that is important to you.


 


Description of Public Units


 


Each unit has an offering price of $10.00 and
consists of one Class A ordinary share and one-third 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 in our prospectus (the “Prospectus”).
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-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds three-thirds
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 have commenced separate trading on April 5, 2021. Since the Class A ordinary shares and warrants
separate trading date, 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 are issued upon separation of the units and only whole warrants trade. Accordingly, unless you purchased at least three units,
you will not be able to receive or trade a whole warrant.


 


Description of Ordinary Shares


 


As of December 31, 2021, there were 34,500,000
Class A ordinary shares, par value $0.0001, issued and outstanding, and 8,625,000 Class B ordinary shares, $0.0001 par value, issued and
outstanding.


 


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 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 require a special resolution under Cayman Islands law, being
the affirmative vote of at least two-thirds of the ordinary shares that are voted, 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 elect all of the directors. However, prior to the closing of our initial business combination, only holders of our Class B ordinary
shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman
Islands.. Our shareholders 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 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. Our board of directors is divided into three classes with only one class of directors
being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a
three-year term.


 


In accordance with 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 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 $10.00 per public share. The per share amount distributed to investors who properly
redeem their shares is not reduced by the deferred underwriting commissions paid 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, if our initial business combination
is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business
combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented
in person or by proxy and are voted 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 the Prospectus), 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 shares with respect to 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 during or after the initial public offering (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 12,937,500, or
37.5%, of the 34,500,000 public shares sold in the initial public offering 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 and the parties to the letter agreement
do not acquire any Class A ordinary shares). 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 are unable to complete our initial business combination within 24 months from the closing of the initial
public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public 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 the case of clauses (ii) and (iii) 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 24 months from
the closing of the initial public offering.


 


However, if our sponsor or management team acquire
public shares in or after the 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 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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Description of 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 the initial public offering,
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 24 months from the closing of the initial public offering 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
24 months from the closing of the initial public offering, although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within such time period and
(D) vote any founder shares held by them and any public shares purchased during or after the initial public offering (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) prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote
on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands.


 


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, 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 (including the forward purchase
shares but not the forward purchase warrants), excluding 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 saleable (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.


 






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Register of Members


 


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


 


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


 


	 	➤	whether voting rights attach to the shares 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 initial public
offering, the register of members was immediately updated to reflect the issue of shares by us. 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.


 


Description of Preference Shares


 


Our amended and restated memorandum and articles
of association authorize 2,000,000 preference shares and provide that preference shares may be issued from time to time in one or more
series. Our board of directors will be 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 preference shares with voting and other rights that could
adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability
of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preference shares outstanding at the date hereof. Although
we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.


 


Description of Public 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
on the later of one year from the closing of the initial public offering or 30 days after the completion of our initial business combination,
provided in each case that we have an effective registration statement under the Securities Act 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 are issued since separation of the units on April 5, 2021, and only whole
warrants trade. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class
A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act 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 best 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 best efforts to cause the same to become effective and to maintain the effectiveness of
such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the 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 best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


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 a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and


 


	 	➤	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per 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 “—Redemption Procedures—Anti-dilution Adjustments” below) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.


 


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


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. 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 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 a price of $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” (as defined below) of our Class A ordinary shares except as otherwise described below; and


 


	 	➤	if, and only if, the closing price of our Class A ordinary shares 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 “—Redemption Procedures—Anti-dilution Adjustments” below) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and


 


	 	➤	if the closing price of the Class A ordinary shares 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 is less than $18.00 per 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 “Description of Securities—Description of Public Warrants—Redemption Procedures—Anti-dilution Adjustments” below), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.


 


Beginning on the date the notice of redemption
is given and 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 Class A ordinary shares 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 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 for these purposes based on the volume-weighted average price of our Class A ordinary shares 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 for which they have been exchanged in the event we are not the surviving company in 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 “—Redemption Procedures—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 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. The number of shares in the table below shall be adjusted in the same manner and at the same time
as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment
pursuant to the fifth paragraph under the heading “—Redemption Procedures—Anti-dilution Adjustments” below, the
adjusted share prices in the column headings will equal the unadjusted share prices 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 “—Redemption Procedures—Anti-dilution
Adjustments” below and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph
under the heading “—Redemption Procedures—Anti-dilution Adjustments” below, the adjusted share prices in the column
headings will equal the unadjusted share prices 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 Ordinary Shares	 
	(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 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 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 on a cashless basis in connection with this redemption feature for more than
0.361 Class A ordinary shares 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 Class A ordinary shares.


 


This redemption feature differs from the typical
warrant redemption features used in many other blank check company 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 ordinary shares 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
Class A ordinary shares are trading at or above $10.00 per public 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 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.


 






    8


     


    

 


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.


 


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 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 sub-division
of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division 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 made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary
shares at a price less than the fair market value 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) the quotient of (x) the price
per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is
for securities convertible into or exercisable for 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) 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 all or substantially all 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.


 






    9


     


    

 


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.


 


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
(excluding any issuance of forward purchase securities) 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 (including from such issuances, the
initial public offering and the sale of the forward purchase units), 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 of our
Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described above
under “Description of Securities—Description of Public Warrants—Redemption of warrants when the price per Class A ordinary
share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”
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 above under “Description of Securities—Description of Public Warrants—Redemption
of warrants when the price per Class A ordinary share 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 Class A 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 Class A 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 holder for the purpose of (i) curing any ambiguity or to correct
any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the
warrants and the warrant agreement set forth in the Prospectus, (ii) adjusting the provisions relating to cash dividends on ordinary shares
as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or
questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties
deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least
50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders
of public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, 50% of the then outstanding
private placement warrants. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement
of which the Prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.


 






    10


     


    

 


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.


 


Description of 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 saleable until 30 days after
the completion of our initial business combination (except, among other limited exceptions as described in the Prospectus, 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, members of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have 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 being sold as part of the units in the initial public offering. 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 being sold in the initial public offering.


 


If holders of private placement warrants elect
to exercise them on a cashless basis, except as described above under “Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00,” 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 “Sponsor fair market value” (defined below) over the exercise price of the warrants by (y) the Sponsor
fair market value. The “Sponsor fair market value” shall 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 restrict insiders from selling our securities except during specific periods.


 


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.


 


Description of Forward Purchase Securities


 


In connection with the consummation of the initial
public offering, we have entered into a forward purchase agreement with OrION pursuant to which OrION committed that it will purchase
from us 10,000,000 forward purchase units, or at its option up to an aggregate maximum of 30,000,000 forward purchase units, each consisting
of one Class A ordinary share, or a forward purchase share, and one-third of one warrant to purchase one Class A ordinary share, or a
forward purchase warrant, for $10.00 per unit, or an aggregate amount of $100,000,000, or at OrION’s option up to an aggregate amount
of $300,000,000, in a private placement that will close concurrently with the closing of our initial business combination. The forward
purchase shares will be identical to the Class A ordinary shares included in the units being sold in the initial public offering, except
that the forward purchase shares will not be transferable until 30 days following completion of our initial business combination and are
subject to registration rights. The forward purchase warrants will have the same terms as the private placement warrants so long as they
are held by OrION or its permitted assignees and transferees.


 






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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. 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 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 modelled 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 66
2⁄3% 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.


 


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.


 






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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 consolidated 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 the price within 30 days
following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder
fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (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. Maples and Calder,
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
	 	 



	➤	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.


 






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We have been advised by Maples and Calder, 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 an


 


	➤	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).


 


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
the initial public offering that will apply to us until the completion of our initial business combination. These provisions cannot be
amended without a special resolution. 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.


 






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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 are unable to complete our initial business combination
within 24 months from the closing of the initial public offering, we will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to
receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii) to our obligations under Cayman Islands law to provide for claims of creditors and 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 an independent accounting firm stating that such an initial 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;
	 	 



	➤	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
24 months from the closing of the initial public offering 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 the initial public offering, 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 initial public
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.


 






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Anti-Money Laundering—Cayman Islands


 


If any person in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2020
Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank
of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2020 revision) of the Cayman Islands, if
the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach
of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Cayman Islands Data Protection


 


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


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders on notice
that through your investment in the company you will provide us with certain personal information which constitutes personal data within
the meaning of the DPA (“personal data”).


 


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


 


Investor Data


 


We will collect, use, disclose, retain and secure
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities
of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data
in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage
to the personal data.


 


In our use of this personal data, we will be characterized
as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process
personal information for their own lawful purposes in connection with services provided to us.


 


We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will
be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them
of its content.


 






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How the Company May Use Your Personal Data


 


The company, as the data controller, may collect,
store and use personal data for lawful purposes, including, in particular:


 


(i) where this is necessary for the performance
of our rights and obligations under any purchase agreements;


 


(ii) where this is necessary for compliance with
a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements);
and/or


 


(iii) where this is necessary for the purposes
of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.


 


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


 


Why We May Transfer Your Personal Data


 


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


 


We anticipate disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands
or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or our duly
authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.


 


We and our duly authorized affiliates and/or delegates
shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful
processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data breach
that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant
personal data relates.


 


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 is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.


 


Our authorized but unissued Class A ordinary shares
and preference 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 preference shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Securities Eligible for Future Sale


 


We have 43,125,000 ordinary shares outstanding.
Of these shares, 34,500,000 Class A ordinary shares sold as part of the units in the initial public offering are freely tradable without
restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the 8,625,000 outstanding founder shares and all of the 5,933,334 outstanding
private placement warrants will be restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering. Upon the closing of the sale of the forward purchase securities, all of the forward purchase shares, forward purchase
warrants and shares of Class A ordinary shares underlying the forward purchase warrants will be restricted securities under Rule 144.


 






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Rule 144


 


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


 


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


 


	➤	1% of the total number of ordinary shares then outstanding,
which will equal 431,250 shares immediately after the initial public offering; or



 



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



 


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


 


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


 


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


 


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



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



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



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



 


As a result, our initial shareholders will be
able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


Registration Rights


 


The holders of the (i) founder shares, which were
issued in a private placement prior to the closing of the initial public offering, (ii) private placement warrants which were issued in
a private placement simultaneously with the closing of the initial public offering, the forward purchase securities which will be issued
in a private placement concurrently with the closing of our initial business combination and the Class A ordinary shares underlying such
private placement warrants and forward purchase securities and (iii) private placement warrants that may be issued upon conversion of
working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other
securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights
agreement. Pursuant to the registration rights agreement and assuming $1.5 million of working capital loans are converted into private
placement warrants, we will be obligated to register up to 16,058,333 Class A ordinary shares and 5,933,334 warrants. The number of Class
A ordinary shares includes (i) 8,625,000 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 5,933,334 Class
A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement
warrants issued upon conversion of working capital loans. The number of warrants includes 5,933,334 private placement warrants. The holders
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our
completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants
are each traded on Nasdaq under the symbols “SCOBU,” “SCOB” and “SCOBW,” respectively.


 


 


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