Exhibit
4.5


 


Description
of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended


 


The
following description sets forth certain material terms and provisions of the securities of Finnovate Acquisition Corp (“we,”
“us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The following description of our securities is not complete and may not contain all the information you should consider
before investing in our securities. This description is summarized from, and qualified in its entirety by reference to, our amended and
restated memorandum and articles of association, which are incorporated herein by reference. The summary below is also qualified by reference
to the Companies Act (As Revised) (the “Companies Act”) and common law of the Cayman Islands.


 


As
of November 8, 2021, we had three classes of securities registered under the Exchange Act: our Class A ordinary shares, $0.0001 par value
per share; warrants to purchase shares of our Class A ordinary shares; and units consisting of one Class A ordinary share and three-quarters
of a redeemable warrant to purchase one Class A ordinary share. In addition, this Description of Securities also contains a description
of our founders shares, par value $0.0001 per share (“founders 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 founders shares is necessary to understand
the material terms of the Class A ordinary shares.


 


Units


 


Each
unit consists of one Class A ordinary share and three-quarters of one warrant. Each whole warrant entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described elsewhere in this Exhibit. Pursuant to
the Warrant Agreement (as defined herein), a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. Accordingly, unless you own at least two units, you will not be able to receive
or trade a whole warrant and if you own units in multiples of less than four, you will lose a fraction of a warrant.


 


The
Class A ordinary shares and warrants began to trade separately on December 8, 2021, upon which unit holders may elect to continue to
hold units or to separate their units into the component pieces.


 


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 required by law; provided that, prior to our initial business combination, only holders of our Class
B ordinary shares will have the right to vote on the appointment of directors, and holders of a majority of our Class B ordinary shares
may remove a member of the board of directors for any reason. 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 Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class. Unless specified in the Companies Act, our amended and restated
memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our shares that are
voted is required to approve any matter voted on by our shareholders. Approval of certain actions will require a special resolution under
Cayman Islands law 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. Directors
are appointed for a term of two years. There is no cumulative voting with respect to the appointment of directors, with the result that
the holders of more than 50% of the founders shares purchased prior to our initial public offering that are voted for the appointment
of directors can appoint all of the directors prior to our initial business combination. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because
our amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination
to the extent we seek shareholder approval in connection with our initial business combination.


 


In
accordance with Nasdaq corporate governance requirements, we are required to hold an annual general meeting no later than one year after
our first fiscal year end following our listing on the Nasdaq. There is no requirement under the Companies Act or our amended and restated
memorandum and articles of association for us to hold annual general meetings in order to elect directors. Consequently, because the
term of our directors elected prior to our initial public offering is for two years, we will not be re-electing directors at our initial
annual general meeting held following our initial public offering. It is also possible that we may not hold an annual general meeting
prior to the consummation of our initial business combination. Our amended and restated memorandum and articles of association furthermore
provide that only our board of directors—and not our shareholders—have the right to call a general meeting of shareholders.


 




    	 



     


    

 





We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of our initial business combination, including accrued interest (which interest shall
be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
At the completion of our initial business combination, we will be required to purchase any Class A ordinary shares properly delivered
for redemption and not withdrawn. Following our initial public offering, the amount in the trust account was initially $10.20 per public
share. Additionally, each public shareholder may elect to redeem its public shares without voting and, if they do vote, irrespective
of whether they vote for or against the proposed business combination. Our initial shareholders have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founders shares and any public shares
held by them in connection with the completion of our initial business combination. Our directors and officers have also entered into
the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Permitted transferees
of our initial shareholders, officers or directors will be subject to the same obligations.


 


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 ordinary shares sold in our initial 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 those shareholders could suffer a material loss in
their investment if they sell their Excess Shares on the open market. Additionally, those shareholders will not receive redemption distributions
with respect to the Excess Shares if we complete the business combination. As a result, those shareholders will continue to hold that
number of shares exceeding 15% and, in order to dispose of those 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 have (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, and EarlyBirdCapital has, pursuant to the
underwriting agreement relating to our initial public offering (the “Underwriting Agreement”), agreed to vote their founders
shares and EBC founder shares, respectively, and any public shares held by them in favor of our initial business combination. Our amended
and restated articles of association and memorandum provide that any of the their provisions, including those related to pre-business
combination activity, may be amended if approved by holders of at least two-thirds of our ordinary shares who, as being entitled to do
so, attend and vote in person or, where proxies are allowed, by proxy in a general meeting. As a result, if we need to amend our amended
and restated articles of association and memorandum in order to effectuate our initial business combination, in addition to our sponsor’s
founder shares and EarlyBirdCapital’s EBC founder shares, we would need 10,084,875, or 58.46%, of the 17,250,000 public shares
sold in our initial public offering to be voted in favor of a transaction (assuming all issued and outstanding shares are voted), subject
to any higher threshold as is required by Cayman Islands or other applicable law. Our directors and officers have also entered into the
letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.


 


Our
amended and restated memorandum and articles of association provide that if we are unable to complete our initial business combination
within 18 months from the closing of this 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, subject to funds lawfully available therefor, redeem 100% of the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including accrued
interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public 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, dissolve and liquidate, 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 initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founders shares if we fail to complete our initial business combination within
18 months from the closing of our initial public offering. However, if our initial shareholders acquire public shares after our initial
public offering, they will be entitled to liquidating distributions from the trust account with respect to those public shares if we
fail to complete our initial business combination within the prescribed time period.


 




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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 shareholders with the
opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust
account, including accrued interest (which interest shall be net of taxes payable), upon the completion of our initial business combination,
subject to the limitations described herein.


 


Founders
Shares


 


The
founders shares are designated as Class B ordinary shares and are identical to the Class A ordinary shares included in the units being
sold in our initial public offering, and holders of founders shares have the same shareholder rights as public shareholders, except that:
(1) prior to our initial business combination, only holders of the founders shares have the right to vote on the appointment of directors
and holders of a majority of our founders shares may remove a member of the board of directors for any reason; (2) the founders shares
are subject to certain transfer restrictions, as described in more detail below; (3) our sponsor has entered into a letter agreement
with us, pursuant to which it has agreed to waive: (x) its redemption rights with respect to its founders shares and any public shares
held by it in connection with the completion of our initial business combination (and not seek to sell its shares to us in any tender
offer we undertake in connection with our initial business combination); (y) its redemption rights with respect to its founders shares
and any public shares held by it in connection with a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would affect our public shareholders’ ability to convert or sell their shares to us in connection
with a business combination as described herein or to the redemption rights provided to shareholders if we do not complete our initial
business combination within 18 months from the closing of our initial public offering, as described elsewhere in this Exhibit, or (B)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (z) their
rights to liquidating distributions from the trust account with respect to any founders shares they hold if we fail to complete our initial
business combination within 18 months from the closing of our initial public offering (although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination
within the prescribed time frame); (4) the founders shares will automatically convert into our Class A ordinary shares as described below
and (5) the founders shares are entitled to registration rights. In addition, our directors and officers have also entered into the letter
agreement with respect to public shares acquired by them, if any.


 


The
founders shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial
business combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares,
or equity-linked securities convertible or exercisable for Class A ordinary shares, are issued or deemed issued in excess of the amounts
issued in our initial public offering and related to the closing of our initial business combination, the ratio at which founders shares
will convert into Class A ordinary shares will be adjusted (subject to waiver by holders of a majority of the Class B ordinary shares
then in issue) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the
aggregate, on an as-converted basis, 20% of the sum of our ordinary shares issued and outstanding upon the completion of our initial
public offering plus the number of Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our
initial business combination (net of redemptions), excluding the EBC founder shares and any Class A ordinary shares or equity-linked
securities issued, or to be issued, to any seller in our initial business combination and any private warrants issued to our sponsor,
a partner or affiliate of our sponsor, or any of our officers or directors.


 


With
certain limited exceptions, the founders shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until 180 days
after the completion of our initial business combination.


 


Furthermore,
all founders shares will also be released from lock-up, if sooner than the above, on the date following the completion of our initial
business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization 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.


 




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Register
of Members (Shareholders)


 


Under
Cayman Islands law, we must keep a register of members (i.e., shareholders) and there shall be entered therein:


 


		●	the
    names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered
    as paid, on the shares of each member and the voting rights of shares;
	 	 	 
		●	the
    date on which the name of any person was entered on the register as a member; and
	 	 	 
		●	the
    date on which any person ceased to be a member.


 


Under
Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register
of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register
of members 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. Upon the closing of our initial public public offering, the register of members was immediately updated to reflect the issue
of shares by us. Following the update to our register of members, the shareholders recorded in the register of members are deemed to
have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made
to a Cayman Islands court for a determination as to whether the register of members reflects the correct legal position. Further, a 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, the validity of those shares may be subject to re-examination by a Cayman Islands
court.


 


Preferred
Shares


 


Our
amended and restated memorandum and articles of association authorize 5,000,000 preferred shares and provide that preferred shares may
be issued from time to time in one or more series. Our board of directors 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 preferred shares
with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and
could have anti-takeover effects. The ability of our board of directors to issue preferred shares without shareholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred
shares issued and outstanding as of the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure
you that we will not do so in the future. No preferred shares were issued or registered in our initial public offering.


 


Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days following our initial business combination. However, no warrants will be exercisable
for cash unless our (or another) prospectus relating to such Class A ordinary shares and the registration statement for our initial public
offering of which our (or such other) prospectus forms a part are then current and in effect. Notwithstanding the foregoing, if our (or
such other) prospectus relating to the Class A ordinary shares and the registration statement for our initial public offering of which
our (or such other) prospectus forms a part are not then current and in effect (respectively) within 60 business days following the consummation
of our initial business combination, warrant holders may, beginning at such time, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act of 1933 (the “Securities Act”), provided that such exemption
is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless
basis. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of Class
A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of
the Class A ordinary shares for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire
on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 




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The
private warrants, as well as any warrants underlying additional private warrants we issue to our sponsor, officers, directors or their
affiliates in payment of working capital loans made to us, will be identical to the warrants underlying the units.


 


We
may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant


 


	 	●	at
    any time after the warrants become exercisable;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption to each warrant holder;
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
    sub-divisions, share capitalizations, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period
    commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
    holders; and
	 	 	 
	 	●	if,
    and only if, the registration statement for our initial public offering of which our prospectus forms a part (or another registration
    statement) is then in effect with respect to the Class A ordinary shares underlying such warrants.


 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants
for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last
sale price of the Class A ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants.


 


The
warrants were issued in registered form according to a warrant agreement signed between Continental Stock Transfer & Trust Company,
as warrant agent, and us (the “Warrant Agreement”). The Warrant Agreement provides that the terms of the warrants may be
amended without the consent of any holder to cure any ambiguity or correct any defective provision. The Warrant Agreement requires the
approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to make any change
that adversely affects the interests of the registered holders.


 


The
exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a share capitalization or our recapitalization, reorganization, merger or consolidation. However, the warrants will not
be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.


 


In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at a Newly Issued Price (as defined in the Underwriting Agreement) of less than $9.20
per Class A ordinary share, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the Market Value (as defined in the Warrant Agreement) is below $9.20 per share, then the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly
Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater
of (i) the Market Value or (ii) the Newly Issued Price.


 


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


 




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Under
the terms of the Warrant Agreement, we have agreed to use our best efforts to have declared effective a prospectus relating to the Class
A ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However,
we cannot assure you that we will be able to do so and, if the Class A ordinary shares issuable upon exercise of the warrants are not
registered or exempt from registration, holders will be unable to exercise their warrants.


 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the Class A ordinary shares outstanding.


 


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


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will
be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement designates the
courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum
for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant
holders to obtain a favorable judicial forum for disputes with our company” in Item 1A of our Annual Report on Form 10-K for the
year ended December 31, 2021. This exclusive forum provision shall not apply to suits brought to enforce a duty or liability created
by the Exchange Act, any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


Dividends


 


We
have not paid any cash dividends on our Class A ordinary shares to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent
to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors
to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends
in the foreseeable future.


 


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 liabilities, including judgments, costs and reasonable counsel fees
that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence,
willful misconduct or bad faith of the indemnified person or entity.


 


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 Law 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).


 




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Where
the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger
or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a)
a special resolution (usually a majority of 662/3% in value who attend and vote at a general meeting) of the shareholders
of each company; and (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 issued and outstanding or order made or resolution adopted to wind up or liquidate
the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in
any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme,
order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the
foreign company are and continue to be suspended or restricted.


 


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


 


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


 




    	7



     


    

 





Moreover,
Cayman Islands law also 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 procedure of 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 an 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, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing
rights to receive payment in cash for the judicially determined value of the shares.


 


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


 


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


 


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


 


	 	●	a
    company is acting, or proposing to act, illegally or beyond the scope of its authority;
	 	 	 
	 	●	the
                                            act complained of, although not beyond the scope of the authority, could be effected if duly
                                            authorized by

    more
    than the number of votes which have actually been obtained; or

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


 


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


 


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


 




    	8



     


    

 





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


 


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


 


	 	●	an
    exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
	 	 	 
	 	●	an
    exempted company’s register of members is not open to inspection;
	 	 	 
	 	●	an
    exempted company does not have to hold an annual general meeting;
	 	 	 
	 	●	an
    exempted company may issue shares with no par value;
	 	 	 
	 	●	an
                                            exempted company may obtain an undertaking against the imposition of any future taxation)

    (such
    undertakings are usually given for 20 years in the first instance);

	 	 	 
	 	●	an
                                            exempted company may register by way of continuation in another jurisdiction and be deregistered

    in
    the Cayman Islands;

	 	 	 
	 	●	an
    exempted company may register as a limited duration company; and
	 	 	 
	 	●	an
    exempted company may register as a segregated portfolio company.


 


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


 


Our
Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association contain certain requirements and restrictions relating to our initial public
offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a
special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by
either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders who, as being entitled to do so, attend and vote in person or, where proxies are allowed, by proxy at a general meeting
for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized
by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended
and restated memorandum and articles of association provide that special resolutions must be approved either by at least holders of two-thirds
of the issued shares who as being entitled to do so, attend and vote in person or, where proxies are allowed, by proxy attend and vote
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given (i.e.,
the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 




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Our
sponsor and its affiliates 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 initial public offering, we will (i) cease all operations except for the purpose of
                                            winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
                                            subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share
                                            price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
                                            including interest (which interest shall be net of taxes payable and less up to $100,000
                                            of interest to pay dissolution expenses) divided by the number of then issued and outstanding
                                            public shares, which redemption will completely extinguish public shareholders’ rights
                                            as shareholders (including the right to receive further liquidation distributions, if any),
                                            subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
                                            subject to the approval of our remaining shareholders and our board of directors, liquidate
                                            and dissolve;

    

	 	 
	●	prior
    to our initial business combination, we may not issue additional ordinary shares that would entitle the holders thereof to (i) receive
    funds from the trust account or (ii) vote on any initial business combination;
	 	 
	●	although
    we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or
    our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
    directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation
    opinions for the type of company we are seeking to acquire or an independent accounting firm, that such a business combination is
    fair to our company from a financial point of view;
	 	 
	●	if
                                            a shareholder vote on our initial business combination is not required by law and we do not
                                            decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem
                                            our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will
                                            file tender offer documents with the Securities and Exchange Commission (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 we obtain and maintain a listing for our securities on the Nasdaq, Nasdaq rules require
                                            that 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 taxes payable on the income earned on the trust account) at the time of
                                            our signing a definitive agreement in connection with our initial business combination;

    

	 	 
	●	if
                                            our shareholders approve an amendment to our amended and restated memorandum and articles
                                            of association that would (i) modify the substance or timing of our obligation to allow redemption
                                            in connection with our initial business combination or to redeem our public shares if we
                                            do not complete our initial business combination within 18 months from the closing of our
                                            initial public offering or (ii) modify other provisions relating to shareholders’ rights
                                            or pre-business combination activity, we will provide our public shareholders with the opportunity
                                            to redeem all or a portion of their 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
                                            accrued interest (which interest shall be net of taxes payable) divided by the number of
                                            then issued and outstanding public shares; and

    

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


 


In
addition, our amended and restated memorandum and articles of association will provide that under no circumstances will we redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation
of our initial business combination.


 


The
Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval
of the holders of at least two-thirds of such company’s issued and outstanding shares present (in person or via proxy) and voting
at a general meeting. A company’s articles of association may specify that the approval of a higher majority is required but, provided
the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association
regardless of whether its memorandum and articles of association provides otherwise. Accordingly, with the requisite shareholder approval,
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. Nevertheless, we view all of these provisions as binding obligations to our shareholders
and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting
public shareholders with the opportunity to redeem their public shares.


 




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Anti-money
laundering — Cayman Islands


 


If
any person in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged
in criminal conduct or money laundering or is involved with terrorism or terrorist financing and property and the information for that
knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business
or employment, the person is required to report such knowledge or suspicion to (i) the Financial Reporting Authority, or FRA, 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 FRA, 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.


 


Cayman
Islands Data Protection


 


We
have certain duties under the Data Protection Act (As Revised) of the Cayman Islands, or the DPA, based on internationally accepted principles
of data privacy.


 


Privacy
Notice


 


Introduction


 


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


 


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


 


Investor
Data


 


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


 


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


 


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


 


Who
this Affects


 


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


 







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How
the Company May Use Your Personal Data


 


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


 


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


 


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


 


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


 


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


 


Why
We May Transfer Your Personal Data


 


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


 


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


 


The
Data Protection Measures We Take


 


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


 


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


 


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


 


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


 


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


 


Shares
Eligible for Future Sale


 


The
Class A ordinary shares sold in in our initial public offering are freely tradable without restriction or further registration under
the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act.
The founders shares and EBC founder shares are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering, and are subject to transfer restrictions as set forth elsewhere in this Exhibit.


 


Rule
144


 


A
person who has beneficially owned restricted Class A ordinary 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. Persons who have beneficially owned restricted Class A ordinary shares for at least six months but who are our affiliates at
the time of, or 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 a number of shares that does not exceed the greater of either of the following:


 


	 	●	1%
    of the total number of ordinary shares then issued and outstanding on an as converted basis; or
	 	 	 
	 	●	the
    average weekly 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.


 






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Sales
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


 


Historically,
the SEC staff had taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are,
or previously were, blank check companies, like us. The SEC has codified and expanded this position by prohibiting the use of Rule 144
for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has
been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, 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 founders shares and private warrants and EarlyBirdCapital will be able to sell its EBC
founder shares pursuant to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the founders shares, private warrants, EBC founder shares and warrants that may be issued on conversion of working capital
loans (and any ordinary shares issuable upon the exercise of the private warrants or warrants issued upon conversion of the working capital
loans and upon conversion of the founders shares), will be entitled to registration rights pursuant to an agreement signed prior to our
initial public offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities.
The holders of the majority of the founders shares can elect to exercise these registration rights at any time commencing three months
prior to the date on which these Class B ordinary shares are to be released from their transfer restrictions. The holders of a majority
of the EBC founder shares, private warrants and warrants issued to our sponsor, officers, directors or their affiliates in payment of
working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate
a business combination. Notwithstanding anything to the contrary, EarlyBirdCapital and its designees may only make a demand on one occasion
and only during the five-year period beginning on the effective date of the registration statement for our initial public offering. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our consummation of a business combination; provided, however, that EarlyBirdCapital and its designees may participate in a “piggy-back”
registration only during the seven-year period beginning on the effective date of the registration statement for our initial public offering.
We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing
of Securities


 


Our
units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “FNVTU”, “FNVT” and “FNVTW”,
respectively.


 




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