Exhibit 4.7


 


DESCRIPTION OF SECURITIES


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A
common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, par value $0.0001, and 1,000,000 shares of
undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because
it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit had an offering price of $10.00 and consists
of one share of Class A common stock and three-fourths of one redeemable warrant. Only whole warrants are exercisable. Each
whole warrant entitles the holder to purchase one share of Class A common stock. Pursuant to the warrant agreement, a warrant holder
may exercise his, her or its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants were issued upon separation of the units and only whole
warrants trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


The Class A common stock and warrants comprising
the units began separate trading on February 8, 2022. Since the shares of Class A common stock and warrants commenced separate trading,
holders have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.


 


In no event did the Class A common stock and
warrants trade separately before we have with the SEC a Current Report on Form 8-K which included an audited balance sheet reflecting
our receipt of the gross proceeds at the closing of the initial public offering (the “IPO”). We filed a Current Report on
Form 8-K which included the audited balance sheet upon the completion of the IPO. Since the underwriters’ over-allotment option
was exercised following the initial filing of such Current Report on Form 8-K, a second Current Report on Form 8-K was
filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.


 


Private Units


 


The
private units are identical to the units sold in the IPO, except that the private units and their component securities will not be transferable,
assignable or salable until after the consummation of our initial business combination except to permitted transferees. Further, there
is no redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants, which
will expire worthless if we do not consummate a business combination within 12 months from the closing of the IPO (or up to 18 months
from the closing of the IPO at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions,
including the deposit of $776,716 ($0.10 per unit) for each three month
extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate
of incorporation).


 


Common Stock


 


After the IPO, 10,029,221 shares of our common stock
are issued and outstanding, consisting of:


 


		●	7,767,159 shares of our Class A common stock underlying
the units being offered in the IPO;



 


		●	320,272 shares of Class A common stock included
in the private units being offered in the private placement; and



 


		●	1,941,790 of Class B common stock held by our initial
stockholders.



 






     


    


    

 


Our sponsors has agreed to purchase an aggregate
of 320,272 private units at a price of $10.00 per unit, for an aggregate purchase price of $3,202,720. Our initial stockholders will hold
an aggregate of 20% of the issued and outstanding common stock following the offering (excluding the shares purchased by the representative
and the private shares) and assuming the initial stockholders do not purchase any units in the IPO or the public market.


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B
common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless
specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable
stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such
matter voted on by our stockholders. Our board of directors will be divided into three classes, each of which will generally serve for
a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election
of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the
directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds
legally available therefor.


 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into an initial
business combination, we may (depending on the terms of such an initial business combination) be required to increase the number of shares
of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the initial business combination
to the extent we seek stockholder approval in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq.
Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing
directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an
annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not
be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold
an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our stockholders 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 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 described herein. The amount in the trust account
is initially anticipated to be approximately $10.10 per public share. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our sponsors, officers
and directors entered into a letter agreement with us, pursuant to which they agreed to waive their redemption rights with respect to
any founder shares and any public shares held by them in connection with the completion of our initial business combination. Unlike many
blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is
not required by applicable law or stock exchange requirements, if a stockholder vote is not required by law and we do not decide to hold
a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct
the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange requirements, or we
decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder
approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares
of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of
the company entitled to vote at such meeting. The underwriters will have the same redemption rights as a public stockholder with respect
to any public shares it acquires. The representative has informed us that it has no current commitments, plans or intentions to acquire
any public shares for its own account; however, if they do acquire public shares, it will do so in the ordinary course of business. The
underwriters will not make any such purchases when in possession of any material nonpublic information not disclosed to the seller, during
a restricted period under Regulation M under the Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under
the Exchange Act, or if prohibited by applicable state securities laws or broker-dealer regulations. To the extent our initial stockholders
or purchasers of private units transfer any of these securities to certain permitted transferees, such permitted transferees will agree,
as a condition to such transfer, to waive these same redemption rights. Also, our sponsors have committed to purchase 320,272 private
units at the price of $10.00 per unit in a private placement that occurred simultaneously with the IPO and the exercise of the underwriter’s
over-allotment option. If we submit our initial business combination to our public stockholders for a vote, our sponsors, the other initial
stockholders, our officers and our directors have agreed to vote their respective founder shares, and any public shares held by them in
favor of our initial business combination.


 






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The participation of our sponsors, officers, directors
or their affiliates in privately-negotiated transactions (as described in the prospectus), if any, could result in the approval of
our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such
business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days
(but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall
be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders,
may make it more likely that we will consummate our initial business combination.


 


If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of common stock
sold in the IPO, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’ ability to vote
all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem
the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could
suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not
receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as a result,
such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to
sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection with
our initial business combination, pursuant to the letter agreement our sponsors, officers and directors have agreed to vote any founder
shares held by them and any public shares they may acquire during or after the IPO (including in open market and privately negotiated
transactions) in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares
and the private shares, we would need only 2,838,838, or 37%, of the 7,767,159 public shares sold in the IPO to be voted in favor of an
initial business combination (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming
that the initial stockholders do not purchase any units in the IPO or units or shares in the after-market). Additionally, each public
stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to
the limitation described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 12 months
from the IPO (or up to 18 months from the closing of the IPO at the election of the Company in two separate three month extensions
subject to satisfaction of certain conditions, including the deposit of $776,716 ($0.10
per unit) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with
our amended and restated certificate of incorporation), 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 subject to lawfully available funds therefor, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsors, officers and directors entered
into a letter agreement with us, pursuant to which they agreed to waive their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination within 12 months from the
IPO (or up to 18 months from the IPO at the election of the Company in two separate three month extensions subject to satisfaction
of certain conditions, including the deposit of $776,716 ($0.10 per unit)
for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended
and restated certificate of incorporation). However, if our initial stockholders acquire public shares in or after the IPO, they will
be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the prescribed time period.


 






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


 


Founder Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units being sold in the IPO, and holders of founder
shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (ii) our sponsors, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares
held by them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect
to their founder shares and any public shares in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our
initial business combination within 12 months from the IPO (or up to 18 months from the IPO at the election of the Company in
two separate three month extensions subject to satisfaction of certain conditions, including the deposit of $776,716 ($0.10
per unit) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with
our amended and restated certificate of incorporation) or (y) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust
account with respect to any founder shares held by them if we fail to complete our initial business combination within 12 months
from the IPO (or up to 18 months from the IPO at the election of the Company in two separate three month extensions subject to satisfaction
of certain conditions, including the deposit of $776,716 ($0.10 per) for
each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended
and restated certificate of incorporation), 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, (iii) the founder
shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the
time of our initial business combination on a one-for-one basis, subject to adjustment as described herein, and (iv) the founder
shares are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsors,
officers and directors have agreed pursuant to the letter agreement to vote any founder shares held by them and any public shares purchased
during or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as
provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in connection with our initial business combination, the ratio at which shares of Class B common stock shall convert into
shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common
stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A
common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions
of Class A common stock by public stockholders), including all shares of Class A common stock issued, or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with or
in relation to the consummation of the initial business combination (excluding (i) any shares of Class A common stock or equity-linked securities
exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the initial business combination,
(ii) any securities issued to our initial stockholders upon conversion of working capital loans and (iii) any public shares
redeemed by public stockholders in connection with our initial business combination, provided that such conversion of founder shares will
never occur on a less than one-for-one basis). We cannot determine at this time whether a majority of the holders of our Class B
common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment
due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination;
(ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties
providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not
waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage
ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership
of holders of both classes of our common stock. The term “equity-linked securities” refers to any debt or equity securities
that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection
with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be “deemed
issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible
securities, warrants or similar securities.


 


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 sponsors,
each of whom will be subject to the same transfer restrictions) until the earlier to occur of: (A) 180 days after the completion
of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business
combination.


 


Preferred Stock


 


Our amended and restated certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and
any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able
to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and
other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue
preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the
removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue
any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued
or registered in the IPO.


 






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Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of one year after the date that the registration statement for the offering (the “Registration Statement”)
is declared effective by the SEC; and the consummation by us of a business combination, and terminating on the five-year anniversary
of the completion of the business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for
a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant
holder. No fractional warrants were issued upon separation of the units and only whole warrants trade. Accordingly, unless you purchase
at least two units, you will not be able to receive or trade a whole warrant.


 


The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any shares of
Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and
a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant
will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A
common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the
state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant
may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such unit.


 


We are not registering the shares of Class A
common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event
later than 30 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a
registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration
statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants
expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants is not effective by the 52nd business day after the closing of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period when
we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering
the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or 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.


 


Once the warrants become exercisable, we may call
the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 






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		●	upon not less than 30 days’ prior written notice
of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and



 


		●	if, and only if, the reported last sale price of the Class A
common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and 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 not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best
efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which
the warrants were offered by us in the IPO.


 


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 its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00
redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the
$11.50 warrant exercise price after the redemption notice is issued.


 


If we call the warrants for redemption as described
above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider,
among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management takes advantage
of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the 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 common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain
the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants,
including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares
to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if
we do not need the cash from the exercise of the warrants after our initial business combination.


 


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% (or such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such exercise.


 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A
common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of
shares of Class A common stock issuable on exercise of each whole warrant will be increased in proportion to such increase in the
outstanding shares of Class A common stock.


 






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In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of
our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends,
(c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our
amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our Class A
common stock if we do not complete our initial business combination within 12 months from the closing of the IPO (or up to 18 months
from the closing of the IPO at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions,
including the deposit of $776,716 ($0.10 per unit) for each three month
extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate
of incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such
event.


 


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


 


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


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if less
than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A
common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified
in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such
exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the
exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the
warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder
for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days
of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price
for an instrument is available.


 






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The warrants will be issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of
the warrant agreement, which will be filed as an exhibit to the registration statement of which the prospectus is a part, for a complete
description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may
be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the
warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus, or defective
provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.


 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsors or their affiliates,
without taking into account any founder shares held by our sponsors or such affiliates, as applicable, prior to such issuance), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants,
each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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 down to the nearest whole number of shares of Class A common stock 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 will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we
irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This
provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


Private Warrants


 


Except
as described below, the private warrants have terms and provisions that are identical to those of the warrants being sold as part of the
units in the IPO, including as to exercise price, exercisability and exercise period. The private warrants (including the Class A
common stock issuable upon exercise of the private warrants) will not be transferable, assignable or salable until after the completion
of our initial business combination (except, among other limited exceptions as described under the section of the prospectus entitled
“Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Units,” to our officers and directors
and other persons or entities affiliated with our sponsors). Further, there is no redemption rights or liquidating distributions from
the trust account with respect to the private shares or private warrants, which will expire worthless if we do not consummate a business
combination within 12 months from the IPO (or up to 18 months from the IPO at the election of the Company in two separate three
month extensions subject to satisfaction of certain conditions, including the deposit of $776,716 ($0.10
per unit) for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with
our amended and restated certificate of incorporation).


 






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In order to finance transaction costs in connection
with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required. However, as the units would not be issued until consummation of our initial
business combination, any warrants underlying such units would not be able to be voted on an amendment to the warrant agreement in connection
with such business combination.


 


Our sponsors have agreed not to transfer, assign
or sell any of the private warrants (including the Class A common stock issuable upon exercise of any of these warrants) until after
we complete our initial business combination, except that, among other limited exceptions as described under the section of the prospectus
entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Units” made to our officers
and directors and other persons or entities affiliated with our sponsors.


 


Registration Rights


 


The holders of the founder shares, private units,
private shares, private warrants (including the underlying shares of Class A common stock) and warrants (including the underlying
shares of Class A common stock) that may be issued upon conversion of working capital loans, will be entitled to registration rights
pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring us to register such securities
for resale. The holders of the majority 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 and rights to require us to register for resale such
securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or
other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection
with the filing of any such registration statements. We will bear the expenses incurred in connection with the filing of any such registration
statements


 


 


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