Exhibit 4.5

       

      DESCRIPTION OF SECURITIES

       

      As of December 31, 2021, DP Cap Acquisition Corp I (“we,” “our,” “us” or the “Company”)

        had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and
        one-half of one redeemable warrant (“Units”), (ii) Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and (iii) redeemable
        warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 (“Public Warrants”). In addition, this Description
        of Securities also references the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or “Founder Shares”), which are
        not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is included to
        assist in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “Sponsor” are to DP Investment Management Sponsor I LLC, and references to our “Initial
        Shareholders” are to our Sponsor and other holders of our Founder Shares prior to the Public Offering.

       

      

      We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of
        association, the Companies Act (As Revised) of the Cayman Islands (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 200,000,000 Class A ordinary shares, $0.0001 par value each, 20,000,000 Class B ordinary shares, $0.0001 par value each, and 1,000,000 preference shares, $0.0001 par value each. The
        following description summarizes the material terms of our shares, as set out more particularly in our amended and restated memorandum and articles of association. Because the below is only a summary, it may not contain all the information that is
        important to you.

       

      

      Units

       

      

      Each Unit consists of one Class A ordinary share and one-half of one Public Warrant. Each whole Public Warrant entitles the holder
        thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement that governs the Public Warrants (the “public warrant
        agreement”), a warrant holder may exercise its Public Warrants only for a whole number of the Company’s Class A ordinary shares. This means only a whole Public Warrant may be exercised at any given time by a
        warrant holder.

       

      

      Holders have the option to continue to hold Units or separate their Units into the component securities. Holders will need to have their brokers contact our transfer
        agent in order to separate the Units into Class A ordinary shares and Public Warrants. Additionally, the Units will automatically separate into their component parts and will not be traded after completion of
        our initial business combination. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade.

       

      

      Ordinary Shares

       

      

      Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to
        one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote
        of our shareholders other than as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by
        applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions
        will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of our 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 appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior
        to our initial business combination only holders of Class B ordinary shares will have the right to vote on the appointment of directors, meaning that holders of Class A
        ordinary shares will not have the right to vote on the appointment of any directors until after the completion of our initial business combination. In addition, prior to the completion of an initial business combination, holders of a majority of
        Class B ordinary shares may remove a member of the board of directors for any reason. In addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of
        all ordinary shares), holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class

        A ordinary shares will have one vote for every Class A ordinary share. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior
        to our initial business combination and our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by not less than two-thirds of our ordinary shares
        who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares.

       

      

      
        
          


      

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

       

      

      In accordance with the corporate governance requirements of The Nasdaq Stock Market LLC (“Nasdaq”), we are not required to hold an annual general meeting until one year
        after our first fiscal year end following our listing on the Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting to appoint
        new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder
        Shares. In addition, prior to the completion of an initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason.

       

      

      We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary 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 with Continental Stock Transfer and Trust Company (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 income taxes, if any, divided by the number of outstanding Class A ordinary shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
        commissions paid to the underwriters. In order for a public shareholder to redeem its Class A ordinary shares, such shareholder must identify itself in order to validly redeem its shares. Our Sponsor and each member of our management team have
        entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Class A ordinary shares they hold in connection with (i) the
        completion of our initial business combination, and (ii) shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
        of our Class A ordinary shares the right to have their shares redeemed in connection with the initial business combination. or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination within 18 months
        from the closing of the Public Offering or during any extended time that we have to consummate a business combination beyond 18 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (the
        “Extension Period”) or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

       

      

      
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      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 Class A ordinary shares for cash upon completion of such initial business combinations even when a vote is not required by applicable
        law or stock exchange listing requirements, if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other 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 Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing our
        initial business combination. Our amended and restated 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 applicable law or stock exchange listing requirements, 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 the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares
        represented in person or by proxy and entitled to vote thereon and who vote at a general meeting of the Company. However, the participation of our Sponsor, directors, officers, advisors or any of their respective affiliates in privately negotiated
        transactions, 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 the majority of our issued and outstanding ordinary shares, 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.

       

      

      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 more than an aggregate of 15% of the Class A ordinary shares sold in our Public
        Offering, which we refer to as the “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. 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 Initial Shareholders, officers and directors have agreed to vote any Founder
        Shares and any Class A ordinary shares they hold in favor of our initial business combination. Additionally, each public shareholder may elect to redeem their Class A
        ordinary 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 18 months from the
        closing of our Public Offering, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A
        ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes,
        if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights
        as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
        liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Sponsor and each member of our management team have entered into an
        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 18 months from the
        closing of our Public Offering or during any Extension Period. However, if our Initial Shareholders or our management team acquire Class A ordinary shares, they will be entitled to liquidating distributions
        from the Trust Account with respect to any Class A ordinary shares they hold if we fail to complete our initial business combination within the prescribed time period. Our amended and restated memorandum and
        articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as
        reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

       

      

      
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      In the event of a liquidation, dissolution or winding up of the Company after a business combination, our shareholders at such time will be 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 Class A ordinary 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 in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of then
        outstanding Class A ordinary shares, upon the completion of our initial business combination, subject to the limitations described herein.

       

      

      Founder Shares

       

      

      The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our Public Offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that:

       

      

      	

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              prior to our initial business combination, only holders of our Founder Shares have the right to vote on the appointment of directors and holders of a majority of our Founder Shares
                may remove a member of the board of directors for any reason;

            


      

      

      	

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              the Founder Shares are subject to certain transfer restrictions, as described in more detail below;

            


      

      

      	

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              in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of
                our Founder Shares will have ten votes for every Founder Share and holders of our Class A ordinary shares will have one vote for every one Class A ordinary share;

            


      

      

      	

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              our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to
                any Founder Shares in connection with the completion of our initial business combination;(ii) their redemption rights with respect to any Founder Shares and Class A ordinary shares held by them in
                connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Class A ordinary
                shares if we do not complete our initial business combination within 18 months from the Public Offering, or (B) with respect to any other provision relating to the rights of holders of our Class A
                ordinary shares; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial business combination within 18 months from the closing of our Public
                Offering or during any Extension Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Class A ordinary shares they hold if we fail to complete
                our initial business combination within the prescribed time frame);

            


      

      

      	

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              the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier
                at the option of the holders thereof, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and

            


      

      

      	

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              the Founder Shares are entitled to registration rights.

            


      

      

      If we submit our initial business combination to our shareholders for a vote, our Sponsor and each member of our management team have agreed  to vote their Founder Shares
        and any Class A ordinary shares in favor of our initial business combination.

       

      

      
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      The Founder Shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon
        conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the
        holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
        total number of ordinary shares issued and outstanding upon completion of our Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon
        conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class


        A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and the Private
        Placement Warrants issued to our Sponsor, any Sponsor Loan Warrants issued to our Sponsor, and any private placement warrants issued to our Sponsor, its affiliates or any member of our management team upon conversion of working capital loans. In no
        event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

       

      

      With certain limited exceptions, our Sponsor, directors and officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one
        year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 120 days after our initial business combination, or (y) the
        date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash,
        securities or other property. Such transfer restrictions are referred to herein as the “lock-up.” Any permitted transferees will be subject to the same restrictions and other agreements of our Sponsor, officers and directors with respect to any
        Founder Shares.

       

      

      Prior to the completion of our initial business combination, only holders of our Founder Shares will have the right to vote on the appointment of directors. Holders of
        our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our
        Founder Shares may remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least
        two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B ordinary shares. With respect to any other matter
        submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our Founder Shares and holders of our Class A ordinary
        shares will vote together as a single class, with each share entitling the holder to one vote.

       

      

      Register of Members

       

      

      Under the Companies Act, we must keep a register of members and there shall be entered therein:

       

      

      	

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

            


      

      

      	

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              whether voting rights are attached to the share in issue;

            


      

      

      	

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              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. For these purposes, “voting rights” means rights conferred on shareholders, including the right to appoint or remove
        directors, in respect of their shares to vote at general meetings of the Company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.

       

      

      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 shall 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.

       

      

      
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      Upon the closing of our Public Offering, the register of members was updated to reflect the issue of shares by us. Once our register of members was updated, the
        shareholders recorded in the register of members were 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.

       

      

      Preference Shares

       

      

      
        Our amended and restated memorandum and articles of association authorizes 1,000,000 preference shares and provides that preference shares may be
          issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,
          limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without 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 our existing management. We have no preference shares issued and 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. No preference shares were issued or registered in the Public Offering.

         

        

      

      Warrants

       

      

      Public Warrants

       

      

      Each whole Public 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 Public Offering and 30 days after the completion of our initial business combination. Pursuant to the public warrant agreement, a
        public warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. This means only a whole Public Warrant may be exercised at a given time by a warrant holder. No
        fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole Public Warrant. The Public
        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 Public 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 Public Warrants is then effective and a
        prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable and we will not be obligated
        to issue a Class A ordinary share upon exercise of a Public 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 Public Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a
        Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will we be required to net cash settle any Public Warrant. In the
        event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Public 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 registered the Class A ordinary shares issuable upon exercise of the Public Warrants because the Public Warrants will
        become exercisable 30 days after the completion of our initial business combination, which may be within one year of our Public Offering. However, because the Public Warrants will be exercisable until their expiration date of up to five years after
        the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of our initial business combination under the terms of the public warrant agreement,
        we have agreed that as soon as practicable, but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the
        registration statement filed in connection with our Public Offering or a new registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of
        the Public Warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain the effectiveness of such registration statement, and
        a current prospectus relating to the Class A ordinary shares issuable upon exercise of the Public Warrants until the redemption or expiration of the Public Warrants in accordance with the provisions of the
        public warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public 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 Public
        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
        Public 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
        Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our commercially
        reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A
        ordinary shares per warrant equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Public Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
        price of the public warrants by (y) the fair market value.

       

      

      The “fair market value” means the volume-weighted average last reported share price of the Class A ordinary shares for the ten (10) trading days ending on the third (3rd)
        trading day prior to the date that on which the notice of exercise is sent to the warrant agent.

       

      

      Redemption of Public Warrants for cash.

       

      

      Once the Public Warrants become exercisable, we may redeem the outstanding Public Warrants:

       

      

      	

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              in whole and not in part;

            


      

      

      	

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              at a price of $0.01 per Public Warrant;

            


      

      

      	

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              upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

            


      

      

      	

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

            


      

      

      We will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares
        issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless
        basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public 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. As a result, we may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants.

       

      

      
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      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
        Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public 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 splits, share capitalizations, reorganizations, recapitalizations and the like
        and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of our initial business combination) as well as the $11.50 (for
        whole shares) public warrant exercise price after the redemption notice is issued.

       

      

      Redemption procedures and cashless exercise.

       

      If we call the Public Warrants for redemption as described above under “— Redemption of Public Warrants for cash,” our management will have the option to require any
        holder that wishes to exercise his, her or its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors,
        our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our
        Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public 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 Public Warrants, multiplied by the excess of the “fair market value” (as defined below) of
        our Class A ordinary shares over the exercise price of the Public Warrants by (y) the fair market value. For purposes of this paragraph, the “fair market value” means the volume-weighted average last reported
        sale price of the Class A ordinary shares for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants or
        its securities broker or intermediary, pursuant to the public warrant agreement. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be
        issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants after our initial business combination. If we call our
        Public Warrants for redemption and our management does not take advantage of this option, our Sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same
        formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Public Warrants on a cashless basis, as described in more detail below.

      

      

      A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such
        Public 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.

      

      

      If the number of outstanding Class A ordinary shares is increased by a share capitalization or share dividend 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 or share dividend, sub-division or similar event, the number of
        Class A ordinary shares issuable on exercise of each Public 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 “historical fair market value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity
        securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class
        A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary
        shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
        conversion and (ii) “historical fair market value” means the volume weighted average price of Class A ordinary shares as reported during the 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.

       

      

      
        8

        
          


      

      In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all
        or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the Public Warrants are
        convertible), other than (a) as described above, (b)  any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day
        period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the
        exercise price or to the number of Class A ordinary shares issuable on exercise of each Public Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy
        the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination,  (d) to satisfy the redemption rights of the holders of Class A ordinary shares in
        connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
        redeemed in connection with our initial business combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination within 18 months from the closing of the Public Offering or (B) with respect to any
        other provision relating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of our Class A ordinary shares upon our failure to complete our initial business
        combination, then the public warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.

      

      

      If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reclassification or similar event, the number of Class A
        ordinary shares issuable on exercise of each Public 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 Public Warrants is adjusted, as described
        above, the public warrant exercise price will be adjusted by multiplying the public 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 Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable
        immediately thereafter.

      

      

      In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in
        connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be
        determined in good faith by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such
        issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
        consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the
        trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to
        the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “— Redemption of Public Warrants
        for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

      

      

      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 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 Public Warrants will thereafter have the right to purchase and receive, upon the basis and
        upon the terms and conditions specified in the Public 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 Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event.

       

      

      
        9

        
          


      

      However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
        merger, then the kind and amount of securities, cash or other assets for which each Public Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or
        merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
        held by shareholders of the company as provided for in the Company’s amended and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination
        is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
        Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part,
        own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a public warrant will be entitled to receive the highest amount of cash, securities or
        other property to which such holder would actually have been entitled as a shareholder if such Public Warrant holder had exercised the Public Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class
        A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
        provided for in the public warrant agreement. 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 Public Warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the
        public warrant agreement based on the Black-Scholes value (as defined in the public warrant agreement) of the Public Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the Public Warrants when an
        extraordinary transaction occurs during the exercise period of the Public Warrants pursuant to which the holders of the Public Warrants otherwise do not receive the full potential value of the Public Warrants. The purpose of such exercise price
        reduction is to provide additional value to holders of the Public Warrants when an extraordinary transaction occurs during the exercise period of the Public Warrants pursuant to which the holders of the warrants otherwise do not receive the full
        potential value of the Public Warrants.

      

      

      The Public Warrants have been issued in registered form under a public warrant agreement between Continental
        Stock Transfer & Trust Company, as warrant agent, and us. The public warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any
        mistake, including to conform the provisions of the public warrant agreement to the description of the terms of the warrants and the public warrant agreement set forth herein, or defective provision, (ii) amending the provisions relating to cash
        dividends on ordinary shares as contemplated by and in accordance with the public warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the
        public warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Public 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.

      

      

      The public warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their Public Warrants and receive
        Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the Public Warrants, each holder will be entitled to one vote for each share
        held of record on all matters to be voted on by shareholders.

      

      

      No fractional Public Warrants were issued upon separation of the Units and only whole warrants will trade. If, upon exercise of the Public Warrants, a holder would be
        entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the public warrant holder.

       

      

      
        10

        
          


      

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

      

      

      Private Placement Warrants

      

      

      Except as described below, the private placement warrants have terms and provisions that are identical to the Public Warrants sold as part of the Units in our Public
        Offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after
        the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be
        redeemable by us.

      

      

      If holders of the private placement warrants elect to exercise their private placement warrants on a cashless basis, they would pay the exercise price by surrendering
        his, her or its private placement 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 private placement 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. For these purposes, 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 our Sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell
        our securities in the open market will be significantly limited.

      

      

      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 our initial business combination.
        The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash
        dividends subsequent to a business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by
        restrictive covenants we may agree to in connection therewith.

       

      

      
        11

        
          


      

      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 claims and losses due to any gross negligence or intentional misconduct of the indemnified
        person or entity.

       

      

      Certain Differences in Corporate Law

       

      

      Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English

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

       

      

      Mergers and Similar Arrangements. In certain circumstances, the Companies Act
        allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company

        incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).

       

      

      Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution
        (usually a majority of 662⁄3% 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; and (iv) that no scheme, order, compromise or
        other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

       

      

      Where the surviving company is the Cayman Islands exempted company, the directors of the
        Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the
        foreign company is able to pay its debts as they fall due and that the merger or 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.

       

      

      
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      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 and 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.

        

      

      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 an annual general meeting, or extraordinary general 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.

       

      

      
        13

        
          


      

      Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates 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. Carey Olsen, 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 that 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.

       

      

      We have been advised by Carey Olsen, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (1) 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 (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
        upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in
        the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle
        that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such
        judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in
        a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

       

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

       

      	

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

            


       

      

      
        14

        
          


      

      	

            	•	
              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).

       

      

      Amended and Restated Memorandum and Articles of Association

       

      Our amended and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to our Public Offering
        that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special
        resolution where it has been approved by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting 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 Sponsor and its permitted transferees 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 18 months from the closing of our 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 Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate
                amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes that were paid by us or are payable by us, if any (less up to $100,000
                of interest to pay dissolution expenses) divided by the number of then outstanding Class A ordinary shares, which redemption will completely extinguish public shareholders’ rights as shareholders
                (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate
                and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and  the requirements of other applicable law;

            


      

      

      	

            	•	
              Prior to or connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the Trust
                Account or (ii) vote as a class with our Class A ordinary shares (a) on our initial business combination; or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or
                (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of the Public Offering or (y) amend the
                foregoing provisions;

            


       

      

      
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            	•	
              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 the Financial Industry Regulatory Authority or
                another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view;

            


      

      

      	

            	•	
              If a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote
                for business or other reasons, we will offer to redeem our Class A ordinary 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;

            


      

      

      	

            	•	
              So long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market
                value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business
                combination;

            


      

      

      	

            	•	
              If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow
                redemption in connection with our initial business combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination within 18 months from the
                closing of our Public Offering, or (B) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares, 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 income taxes, if any, divided by the number of then outstanding Class A ordinary shares, subject to the limitations described herein; and

            


      

      

      	

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

            


      

      

      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 which requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way of unanimous written 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 provide otherwise. Accordingly, although we could amend any of the provisions
        relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor
        our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem Class A ordinary shares.

       

      

      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 Act (As
        Revised) 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 Act (As Revised) 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.

       

      
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      Data Protection — Cayman Islands

       

      

      We have certain duties under the Data Protection Act (As Revised) and the Data Protection Regulations, 2018, in each case, 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.

       

      

      How the Company May Use a Shareholder’s Personal Data

       

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

       

      

      	

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

            


      

      

      	

            	•	
              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

            


      

      

      
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            	•	
              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 will be classified into three classes of directors. As a result, in
        most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings. Our authorized but unissued Class A ordinary shares and
        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

         

        

      

      
        As of December 31, 2021, there were 23,000,000 Class A ordinary shares issued and outstanding. These
          shares 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 outstanding Founder Shares (5,750,000 Founder Shares) and all of the outstanding private placement shares (4,733,333 shares) will be restricted securities under Rule 144, in that they were issued in private
          transactions not involving a public offering.

      

       

      Rule 144

       

      

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

       

      
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      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 equals 230,000 shares immediately after our 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 Sponsor will be able to sell its Founder Shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after
        we have completed our initial business combination.

       

      

      Registration Rights

       

      

      
        The holders of the Founder Shares and private placement warrants (and any Class A ordinary shares issuable upon the exercise of the private
          placement warrants) are entitled to registration rights pursuant to a registration rights agreement, dated November 8, 2021, by and among the Company, the Sponsor and other holders party thereto (“the registration rights agreement”). 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. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
          applicable lock-up period, which occurs (i) in the case of the Founder Shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30
          days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

         

        Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell their Founder Shares
          until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 120 days after our initial business combination, or (y) the
          date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any
          permitted transferees will be subject to the same restrictions and other agreements of our Sponsor with respect to any Founder Shares. We refer to such transfer restrictions throughout this prospectus as the lock-up.

      

       

      Listing of Securities

       

      

      Our Units, Class A ordinary shares and Public Warrants are listed on the Nasdaq under the symbols “DPCSU,” “DPCS” and “DPCSW,”
        respectively.

       

       

      

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