Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant
to our Amended and Restated Memorandum and Articles of Association, we are authorized to issue 555,000,000 ordinary shares, $0.0001 par
value each, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 5,000,000 preference
shares, $0.0001 par value each.


 


As
of April 13, 2022, Inflection Point Acquisition Corp. has three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Units; (2) our Class A Ordinary Shares; and (3) our
Public Warrants.


 


The
following description of our Units, Class A Ordinary Shares, and Public Warrants is a summary and does not purport to be complete.
It is subject to and qualified in its entirety by reference to our Amended and Restated Memorandum and Articles of Association,
which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a
part. We encourage you to read our Amended and Restated Memorandum and Articles of Association and the applicable provisions of The
Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).


 


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


 


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. Pursuant to the
warrant agreement, a warrant holder may exercise its Warrants only for a whole number of the Company’s Class A Ordinary
Shares. This means only a whole Public Warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder
holds one-half of one Public Warrant to purchase a Class A Ordinary Share, such Public Warrant will not be exercisable. If a
warrant holder holds two-halves of one Public Warrant, such whole Public Warrant will be exercisable for one Class A Ordinary
Share at a price of $11.50 per share. The Class A Ordinary Shares and Public Warrants comprising the Units commenced separate
trading on November 12, 2021. Since that date, holders have the option to continue to hold Units or separate their Units into the
component securities. Holders need to have their brokers contact our transfer agent in order to separate the Units into Public Shares and Public Warrants. No fractional Public Warrants will be issued upon separation of the Units and only whole Public
Warrants will trade. Accordingly, unless you purchased at least two Units, you will not be able to receive or trade a whole Public
Warrant.


 


Ordinary
Shares


 


As
of April 13, 2022, there were 41,218,750 ordinary shares outstanding, consisting of:


 


		●	32,975,000
Class A Ordinary Shares; and



 


		●	8,243,750
Class B ordinary shares held by our Sponsor.



 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of
Class A Ordinary Shares and holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of our shareholders except as required by law. A quorum for a general meeting of shareholders will be present if
the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.
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 the ordinary shares that are voted, and pursuant
to our Amended and Restated Memorandum and Articles of Association; such actions include amending our Amended and Restated
Memorandum and Articles of Association and approving a statutory merger or consolidation with another company. Our board of
directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result
that the holders of more than 50% of the shares voted for the appointment of directors can elect all of the directors. Prior to the
closing of our Initial Business Combination, only holders of our Class B Ordinary Shares will be entitled to vote on continuing
the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional
documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving
a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.


 



     


     


    

 


Because
our Amended and Restated Memorandum and Articles of Association authorize the issuance of up to 500,000,000 Class A Ordinary Shares,
if we were to enter into an Initial Business Combination, we may (depending on the terms of such an Initial 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 Initial Business Combination to the extent we seek shareholder approval in connection with our Initial Business Combination.


 


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


 


We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
Initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of our Initial Business Combination, including interest earned on the funds
held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares,
subject to the limitations and on the conditions described herein. The amount in the Trust Account is currently anticipated to be approximately
$10.00 per Public Share. The per share amount we will distribute to investors who properly redeem their Public Shares will not be reduced
by the deferred underwriting commissions we will pay to Citigroup Global Markets Inc. Our Sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares
and Public Shares in connection with the completion of our Initial Business Combination. One of our Anchor Investors, Kingstown 1740
Fund L.P. which is affiliated with our Sponsor and members of our management team, has agreed to waive, solely to the extent necessary
for us to have shareholders’ equity of at least $5,000,001, its redemption rights with respect to the 1,386,989 Public Shares (the
“Non-Redemption Shares”) (i) in connection with the completion of our Initial Business Combination and (ii) a
shareholder vote to approve an amendment to our Amended and Restated Memorandum and Articles of Association (a) to modify the substance
or timing of our obligation to allow redemption in connection with an Initial Business Combination or to redeem 100% of the Public Shares
that are not Non-Redemption Shares if we have not consummated an Initial Business Combination within the time period set forth in
our Amended and Restated Memorandum and Articles of Association or (b) with respect to any other material provisions relating to shareholders’
rights or pre-Initial Business Combination activity or in the context of a tender offer made by us to purchase Public Shares. Unlike
some SPACs that hold shareholder votes and conduct proxy solicitations in conjunction with their Initial Business Combinations and provide
for related redemptions of Public Shares for cash upon completion of such Initial Business Combinations even when a vote is not required
by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our Initial Business Combination. Our Amended
and Restated Memorandum and Articles of Association require these tender offer documents to contain substantially the same financial
and other information about our Initial Business Combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or
other reasons, we will, like many SPACs, offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our Initial Business Combination
only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the Company. However, if our Initial Business Combination is structured as a statutory merger
or consolidation with another company under Cayman Islands law, the approval of our Initial Business Combination will require a special
resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy
and are voted at a general meeting of the Company. However, the participation of our Sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions, if any, could result in the approval of our Initial Business Combination even if
a majority of our public shareholders vote, or indicate their intention to vote, against such Initial Business Combination. For purposes
of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our Initial Business Combination
once a quorum is obtained. Our Amended and Restated Memorandum and Articles of Association require that at least five days’ notice
will be given of any general meeting.


 






    2


     


    

 


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 Public Shareholder or any other person with whom such Public Shareholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public
Shares with respect to Excess Shares without our prior consent. However, we would not be restricting our shareholders’ ability
to vote all of their Public Shares (including Excess Shares) for or against our Initial Business Combination. Our Public Shareholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our Initial Business Combination, and
such Public Shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,
such Public Shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our Initial Business
Combination. And, as a result, such Public Shareholders will continue to hold that number of Public Shares exceeding 15% and, in order
to dispose such Public Shares would be required to sell their Public Shares in open market transactions, potentially at a loss.


 


If
we seek shareholder approval in connection with our Initial Business Combination, our Sponsor, officers and directors have agreed to
vote their Founder Shares and any Public Shares purchased during or after the Public Offering (including in open market and privately-negotiated transactions)
in favor of our Initial Business Combination. As a result, in addition to our Founder Shares, we would need
12,365,626, or 37.5% (assuming all issued and outstanding shares are voted) or 2,060,939, or 6.25% (assuming only the minimum
number of shares representing a quorum are voted), of the 32,975,000 Public Shares sold in this offering to be voted in favor of an Initial
Business Combination in order to have our Initial Business Combination approved (assuming the parties to the letter agreement do not
acquire any Class A ordinary shares). As Kingstown 1740 Fund L.P. is affiliated with our Sponsor and members
of management, we expect it will also vote it’s 2,900,000 Public Shares in favor of an Initial Business Combination, which means that,
if only the minimum number of shares representing a quorum are voted, no additional Public Shares will be required to approve an Initial
Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote, do not vote or abstain, and if they do vote, irrespective of whether they vote for or against the proposed transaction,
and irrespective of 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 by
September 24, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to
our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable
law. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Initial Business
Combination by September 24, 2023. However, our Sponsor, officers and directors will be entitled to liquidating distributions from the Trust
Account with respect to any Public Shares then held by them if we fail to complete our Initial Business Combination within the prescribed
time period.


 






    3


     


    

 


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


 


Founder
Shares


 


The
Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Public Shares included in the Units sold in the Public Offering, and holders of Founder Shares have the same
shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as
described in more detail below, (ii) the Founder Shares are entitled to registration rights; (iii) our Sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption
rights with respect to their Founder Shares and Public Shares in connection with the completion of our Initial Business Combination,
(B) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote
to approve an amendment to our Amended and Restated Memorandum and Articles of Association (A) to modify the substance or
timing of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our Public
Shares if we have not consummated an Initial Business Combination by September 24, 2023 or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-Initial Business Combination activity, (C) waive their
rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our Initial
Business Combination by September 24, 2023, although they will be entitled to liquidating distributions from the Trust Account with
respect to any Public Shares they hold if we fail to complete our Initial Business Combination within such time period and
(D) vote any Founder Shares held by them and any Public Shares then held by them in favor of our Initial Business Combination,
(iv) the Founder Shares are automatically convertible into Class A Ordinary Shares concurrently with or immediately
following the consummation of our Initial Business Combination on a one-for-one basis, subject to adjustment as described
herein and in our Amended and Restated Memorandum and Articles of Association, and (v) prior to the closing of our Initial
Business Combination, only holders of our Founder Shares will be entitled to vote on continuing the Company in a jurisdiction
outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to
adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of
continuation in a jurisdiction outside the Cayman Islands).


 


The
Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation
of our Initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
Ordinary Shares or equity-linked securities are issued or deemed issued in connection with our Initial Business Combination, the
number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total
number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary
Shares by Public Shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon
conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in
relation to the consummation of the Initial Business Combination (including the Forward Purchase Shares), excluding any Class A
Ordinary Shares or equity-linked securities exercisable for or convertible into Class A Ordinary Shares issued, or to be issued,
to any seller in the Initial Business Combination and any Private Placement Warrants issued to our Sponsor, officers or directors upon
conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.


 


With
certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to our officers and directors and
other persons or entities affiliated with our Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our Initial Business Combination or earlier if, subsequent to our Initial Business Combination,
the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our Initial Business Combination, and (B) the date following the completion of our Initial Business
Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property.


 






    4


     


    

 


Register
of Members


 


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


 


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



 


		●	whether
voting rights attach to the shares in issue;



 


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



 


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



 


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


 


Preference
Shares


 


Our
Amended and Restated Memorandum and Articles of Association authorize 5,000,000 preference shares and provide that preference shares
may be issued from time to time in one or more series. Our board of directors 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 existing management. We have no preference shares outstanding at the date hereof. Although we do not
currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.


 


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 30 days after the completion of our Initial Business Combination, provided
that we have an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise
of the Public Warrants and a current prospectus relating to them is available (or we permit holders to exercise their Public Warrants
on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from
registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant
holder may exercise its 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  trade. Accordingly, unless you hold 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.


 






    5


     


    

 


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 Public 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. 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 Public 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 Public Share underlying such Unit.


 


We
registered the Class A Ordinary Shares issuable upon exercise of the Public Warrants in the registration statement for our Public Offering
because the 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 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 warrant agreement, we have agreed that, as soon
as practicable, but in no event later than 15 business days, after the closing of our Initial Business Combination, we will use our best
efforts to file with the SEC a post-effective amendment to the registration statement for our Public Offering or a new registration
statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants
and thereafter will use our best efforts to cause the same to become effective within 60 business days following our Initial Business
Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until
the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A
Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing
of our Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during
any period when we will have failed to maintain an effective registration statement, exercise 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, and in
the event we do not so elect, we will use our best efforts to register or qualify the Class A Ordinary 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 the 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” (defined below) less
the exercise price of the Public Warrants by (y) the fair market value. The “fair market value” as used in this paragraph means the volume weighted average price of the Class A Ordinary Shares for the 10 trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of Warrants when the price per Class A Ordinary Share equals or exceeds $18.00.    Once the Warrants become
exercisable, we may redeem the outstanding Warrants:


 


		●	in
whole and not in part;



 



    6


     


    

 


		●	at
a price of $0.01 per Warrant; upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption
period”); and



 


		●	if,
and only if, the closing price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to
the number of shares issuable upon exercise or the exercise price of a Warrant as described under the heading “— Redemption
Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending
three business days before we send the notice of redemption to the warrant holders.



 


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


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the Warrants, each warrant holder will be entitled to exercise his, her or its Warrant prior to the scheduled redemption date. However,
the price of the Class A Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 Warrant exercise price after the redemption
notice is issued.


 


Redemption
Procedures


 


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


 


Anti-dilution
Adjustments


 


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


 


In
addition, if we, at any time while the Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to all or substantially all the holders of Class A Ordinary Shares on account of such Class A Ordinary Shares
(or other securities into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash
dividends, (c) to satisfy the redemption rights of the holders of Class A Ordinary Shares in connection with a proposed Initial
Business Combination, or (d) in connection with the redemption of our Public Shares upon our failure to complete our Initial Business
Combination, then the Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the
amount of cash and/or the fair market value of any securities or other assets paid on each Class A Ordinary Share in respect of
such event.


 


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


 






    7


     


    

 


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


 


In
addition, if (x) we issue additional Class A Ordinary Shares or equity-linked securities for capital raising purposes
in connection with the closing of our Initial Business Combination at an issue price or effective issue price of less than $9.20 per
Class A Ordinary Share (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, officers, directors or their affiliates, without taking into account any
Founder Shares held by our Sponsor, officers, directors 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 (including from such issuances, the securities offered in the Public Offering and the sale of
the Forward Purchase Shares), 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, then the exercise
price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly
Issued Price, and the $18.00 per share redemption trigger prices described above under “Redemption of warrants when the price
per Class A ordinary share equals or exceeds $18.00” 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 issued and outstanding Class A Ordinary Shares), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of Class A Ordinary Shares or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised their Warrants immediately
prior to such event. If less than 70% of the consideration receivable by the holders of Class A Ordinary Shares in such a transaction
is payable in the form of Class A Ordinary Shares in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the registered holder of the Warrant properly exercises the Warrant within thirty days following public disclosure of such transaction,
the Warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined
in the warrant agreement) of the Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the
Warrants when an extraordinary transaction occurs during the exercise period of the Warrants pursuant to which the holders of the Warrants
otherwise do not receive the full potential value of the Warrants.


 


The
Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions of the
warrant agreement to the description of the terms of the Warrants and the warrant agreement set forth in the registration statement for
our Public Offering, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance
with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant
agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the
rights of the registered holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstanding Public
Warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants, and, solely
with respect to any amendment to the terms of the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants.
You should review a copy of the warrant agreement, which is also filed as an exhibit to the Annual Report of which this Exhibit 4.5 is
a part, for a complete description of the terms and conditions applicable to the Warrants.


 






    8


     


    

 


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


 


Private
Placement Warrants


 


The
Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of such Warrants) will not be
transferable, assignable or saleable until 30 days after the completion of our Initial Business Combination (except, among
other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Except as
described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold
as part of the Units in the Public Offering.


 


Forward
Purchase Shares


 


In
connection with the consummation of the Public Offering, we entered into a forward purchase agreement with Kingstown, pursuant to
which Kingstown agreed that it will purchase from us up to 5,000,000 Forward Purchase Shares, for $10.00 per share, or an aggregate amount of up to
$50,000,000, in a private placement that will close concurrently with the closing of our Initial Business Combination. The proceeds
from the sale of these Forward Purchase Shares, together with the amounts available to us from the Trust Account (after giving
effect to any redemptions of Public Shares) and any other equity or debt financing obtained by us in connection with the Initial
Business Combination, will be used to satisfy the cash requirements of the Initial Business Combination, including funding the
purchase price and paying expenses and retaining specified amounts to be used by the post-Initial Business Combination company
for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are
sufficient for such cash requirements, Kingstown may purchase less than 5,000,000 Forward Purchase Shares. In addition,
Kingstown’s commitment under the forward purchase agreement is subject to approval of its investment committee prior to the
closing of our Initial Business Combination. Accordingly, if Kingstown’s investment committee does not give its approval,
Kingstown will not be obligated to purchase the Forward Purchase Shares. Further, we have the right, in our sole discretion, to
reduce the amount of Forward Purchase Shares that Kingstown may purchase pursuant to the forward purchase agreement. Pursuant to the
terms of the forward purchase agreement, Kingstown will have the option to assign its commitment to one of its affiliates and up to
$5,000,000 to members of our management team or board of directors. The Forward Purchase Shares will be identical to the Public
Shares, except that they will be subject to transfer restrictions and registration rights.


 


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 an
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 an Initial Business Combination. The payment of any cash dividends
subsequent to an Initial Business Combination will be within the discretion of our board of directors at such time. If we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






    9


     


    

 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our ordinary shares and warrant agent for our Warrants is Continental Stock Transfer & Trust Company. We
have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or
omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified
person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title,
interest or claim of any kind to, or to any monies in, the Trust Account, and has irrevocably waived any right, title, interest or claim
of any kind to, or to any monies in, the Trust Account that it may have now or in the future. Accordingly, any indemnification provided
will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the Trust Account
and not against the any monies in the Trust Account or interest earned thereon.


 


Certain
Differences in Corporate Law


 


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


 


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


 


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


 


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


 


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


 






    10


     


    

 


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


 


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


 


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



 


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



 


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



 


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



 






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


 


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


 


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


 


Shareholders’
Suits.    Maples and Calder (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.


 


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 below:


 


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



 



    12


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


Memorandum
and Articles of Association


 


The
Business Combination Article of our Amended and Restated Memorandum and Articles of Association contains provisions designed to provide
certain rights and protections relating to 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. As a matter of Cayman Islands law, a resolution is deemed to be a special
resolution where it has been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s
articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose
the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by
a unanimous written resolution of all of the company’s shareholders. Our Amended and Restated Memorandum and Articles of Association
provide that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold
permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
Sponsor, officers and directors, who collectively beneficially own 27% of our ordinary shares, will
participate in any vote to amend our Amended and Restated Memorandum and Articles of Association and will have the discretion to
vote in any manner they choose. Specifically, our Amended and Restated memorandum and Articles of Association provide, among other
things, that:


 


		●	If
we are unable to complete our Initial Business Combination by September 24, 2023, we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law;



 



    13


     


    

 


		●	Prior
to our Initial Business Combination, we may not issue additional securities that would entitle the holders thereof to (i) receive
funds from the Trust Account or (ii) vote on our Initial Business Combination;



 


		●	Although
we do not intend to enter into an Initial Business Combination with a target business that is affiliated with our Sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting
firm stating that the consideration to be paid by us in such an Initial Business Combination is fair to our Company from a financial
point of view;



 


		●	If
a shareholder vote on our Initial Business Combination is not required by law and we do not decide to hold a shareholder vote for business
or other legal reasons, we will offer to redeem our Public Shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
Act, and will file tender offer documents with the SEC prior to completing our Initial Business Combination which contain substantially
the same financial and other information about our Initial Business Combination and the redemption rights as is required under Regulation 14A
of the Exchange Act;



 


		●	If
our shareholders approve an amendment to our Amended and Restated Memorandum and Articles of Association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our Public Shares
if we do not complete our Initial Business Combination by September 24, 2023 or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-Initial Business Combination activity, we will provide our Public Shareholders with
the opportunity to redeem all or a portion of their Public Shares upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on
the conditions described herein; and



 


		●	We
will not effectuate our Initial Business Combination with another blank check company or a similar company with nominal operations.



 


In
addition, our Amended and Restated Memorandum and Articles of Association provide we will not redeem our Public Shares in an amount that
would cause our net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities
or through loans, advances or other indebtedness in connection with our Initial Business Combination, including pursuant to forward purchase
agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets requirement.


 


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


 


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


 


Our
Amended and Restated Memorandum and Articles of Association provide that our board of directors is classified into three classes
of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest
at two or more annual general meetings.


 


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


 


Registration
Rights


 


The
holders of the (i) Founder Shares, (ii) Forward
Purchase Shares, (iii) Private Placement Warrants  and the Class A Ordinary Shares underlying such Private Placement Warrants
and (iv) warrants that may be issued upon conversion of Working Capital Loans and the Class A Ordinary Shares underlying such
warrants have registration rights to require us to register a sale of any of our securities held by them and any other securities
of the Company acquired by them prior to the consummation of our Initial Business Combination pursuant to a registration rights agreement
signed on the effective date of our Public Offering. Pursuant to the registration rights agreement and assuming $1.5 million of
working capital loans are converted into Private Placement Warrants, we will be obligated to register up to 21,588,750 Class A Ordinary
Shares and 8,345,000 warrants. The number of Class A Ordinary Shares includes (i) 8,243,750 Class A Ordinary Shares to be issued
upon conversion of the Founder Shares, (ii) 5,000,000 Forward Purchase Shares, (iii) 6,845,000 Class A Ordinary Shares underlying
the Private Placement Warrants and (iv) 1,500,000 Class A Ordinary Shares underlying the Private Placement Warrants issued upon
conversion of working capital loans. The number of Warrants includes 6,845,000 Private Placement Warrants and 1,500,000 Private Placement
Warrants issued upon the conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. We will bear the
expenses incurred in connection with the filing of any such registration statements.


 


Listing
of Securities


 


Our
Units, Public Shares and Public Warrants are listed on Nasdaq under the symbols “IPAXU,” “IPAX” and “IPAXW,”
respectively.


 


 


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