Exhibit 4.1


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934, As Amended


 


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


 


As of December 31, 2021, we had three classes
of securities registered under the Exchange Act: our Class A ordinary shares, $0.0001 par value per share; warrants to purchase shares
of our Class A ordinary shares; and units consisting of one Class A ordinary share and one-fourth of one redeemable warrant to purchase
one Class A ordinary share. In addition, this Description of Securities also contains a description of our Class B ordinary shares, par
value $0.0001 per share (“founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible
into shares of the Class A ordinary shares. The description of the founder shares is necessary to understand the material terms of the
Class A ordinary shares.


 


Units


 


Public Units


 


Each unit consists of one Class A ordinary share
and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s
Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


The Class A ordinary shares and warrants began
separate trading on April 19, 2021 and holders have the option to continue to hold units or separate their units into the component securities.


 


Ordinary Shares


 


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;
provided that only holders of Class B ordinary shares will have the right to appoint and remove directors in any general meeting held
prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares will
not have the right to appoint and remove any directors until after the completion of our initial business combination. 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, which requires the
affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, 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 Class B ordinary shares voted for the appointment of directors can appoint all of the directors prior to our initial business combination.
Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.


 




     


     


    

 


Because our amended and restated memorandum and
articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we
are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors
being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a
three-year term.


 


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


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.00 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 initial shareholders, 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 any founder shares and public shares held by them in connection with the completion of
our initial business combination. Unlike some special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do
not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles
of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior
to completing our initial business combination. Our amended and restated memorandum and articles of association require these tender offer
documents to contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or
we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer
to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we
seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands
law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However,
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.


 


If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the ordinary
shares sold in our initial public offering, which we refer to as the “Excess Shares,” without our prior consent. However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete
our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares
on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we
complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15%
and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.


 




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If we seek shareholder approval in connection
with our initial business combination, our initial shareholders, sponsor, officers and directors have agreed to vote any founder shares
and public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares, we would need 12,937,501, or 37.5%, of the 34,500,000 public shares sold in our initial public offering to be voted in
favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are
voted). If the PIMCO private fund or its affiliates, which purchased 2,475,000 units in our initial public offering, vote the shares included
in these units in favor of our initial business combination, the percentage would be reduced to 30.3%. Additionally, each public shareholder
may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed
transaction.


 


If we have not completed our initial business
combination within 24 months from the closing of our initial public offering or during any extended time that we have to consummate a
business combination beyond 24 months as a result of a shareholder vote to amend our certificate of incorporation (an “Extension
Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, 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 income 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 each case, 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 initial shareholders, 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 any founder shares held by them if we fail to complete our initial business combination within 24 months
from the closing of our initial public offering or during any Extension Period. However, if our sponsor or management team acquire public
shares after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such
public shares if we fail to complete our initial business combination within the prescribed time period.


 


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


 


Founder Shares


 


The founder shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares included in the units sold in our initial public offering,
and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration rights; (iii)
our initial shareholders, 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 any founder shares and public shares held by them in connection with the completion
of our initial business combination, (B) waive their redemption rights with respect to any founder shares and public shares held by them
in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (x) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we have not consummated an initial business combination within 24 months from the closing of our initial public offering or (y) 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 any founder shares held by them if we fail to complete
our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period, 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 and public shares 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) only holders of Class B ordinary shares will have
the right to appoint or remove directors in any general meeting held prior to or in connection with the completion of our initial business
combination.


 




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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 issued or deemed issued, by the Company
in connection with the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued, to any seller in the 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. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a
financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt.


 


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the last reported sales 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.


 


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 shares of each member;




	 	●	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 will be 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.


 


Preferred Shares


 


Our amended and restated memorandum and articles
of association authorize 1,000,000 preferred shares and provide that preferred shares may be issued from time to time in one or more series.
Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our
board of directors to issue preferred shares without shareholder approval could have the effect of delaying, deferring or preventing a
change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we
do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.


 




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Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from the closing of our initial public offering and 30 days after the completion of our initial business combination,
except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class
A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least four 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 Class
A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a current
prospectus relating thereto is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement). No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon
exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to
be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any
warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective within
60 business days following our initial business combination and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is not effective
by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such
that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such
warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the
number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined
below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per warrant (subject
to adjustment). The “fair market value” as used above shall mean 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.


 




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Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $18.00


 


Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


	 	●	in whole and not in part;




	 	●	at a price of $0.01 per warrant;




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




	 	●	if, and only if, the last reported sale price of the Class A ordinary shares 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 (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and as described under the heading “—Anti-dilution Adjustments” below).


 


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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the issuance of the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those
Class A ordinary shares is available throughout the 30-day redemption period.


 


We have established the last of the redemption
criteria 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. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. 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 and as described under the heading “—Anti-dilution Adjustments” below)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants When the Price per Class A Ordinary
Share Equals or Exceeds $10.00


 


Once the warrants become exercisable, we may redeem
the outstanding warrants:


 


	 	●	in whole and not in part;




	 	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);




	 	●	if, and only if, the Reference Value (as defined above under “—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and as described under the heading “—Anti-dilution Adjustments” below); and




	 	●	if the Reference Value is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and as described under the heading “—Anti-dilution Adjustments” below) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.


 


The numbers in the table below represent the number
of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant
to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption
date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these
purposes based on volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date
on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date
precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final
fair market value no later than one business day after the 10-trading day period described above ends.


 




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Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares have
been converted or exchanged for in the event we are not the surviving company in our initial business combination.


 


The numbers in the table below will not be adjusted
when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following
our initial business combination.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of the warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment
and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares
in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a warrant as so adjusted. If the exercise price of the warrant is adjusted as a result of the fifth paragraph under the heading
“—Anti-dilution adjustments” below, the adjusted share prices in the column headings will be multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution
Adjustments” and the denominator of which is $10.00.


 


	 	 	Fair
    Market Value of Class A Ordinary Shares	 
	Redemption
    Date (period to
 expiration of warrants)	 	≤$10.00
                                            
	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00
                                            
	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	|0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will
be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and
the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted
average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each
whole warrant.


 




    7


     


    

 


For an example where the exact fair market value
and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares during
the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50
per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption
feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).


 


This redemption feature is structured to allow
for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may
be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this
redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share
threshold set forth above under “—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number
of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of our initial public offering.
This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have
certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will
be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow
us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay
the redemption price to the warrant holders. As stated above, we can redeem the warrants when the Class A ordinary shares are trading
at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital
structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the
applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise
price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received
if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading
at a price higher than the exercise price of $11.50.


 


No fractional Class A ordinary shares will be
issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to
the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants
are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the
surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants
become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially
reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.


 


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


 


Anti-dilution Adjustments. If the number
of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a split-up of
ordinary shares or other similar event, then, on the effective date of such share capitalization, split-up 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 to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the
“historical fair market value” (as defined below) will be deemed a share 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) one minus the quotient
of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable
for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class
A ordinary shares as reported during the 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.


 




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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 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) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does
not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations
and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or
less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed
initial business combination or certain amendments to our amended and restated memorandum and articles of association, 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 split or reclassification of Class A ordinary shares or other similar
event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class
A ordinary shares.


 


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


 


In addition, if (x) we issue additional Class
A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
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 initial shareholders or their affiliates,
without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination (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 $10.00 and $18.00 per share redemption trigger prices described above under “—Redemption of warrants when the
price per Class A ordinary share equals or exceeds $10.00” and “—Redemption of warrants when the price per Class A ordinary
share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market
Value and the Newly Issued Price, respectively.


 




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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. However, if such holders were entitled to exercise a right
of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the kind and
amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of
the kind and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if a
tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed
initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule
12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a
warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in the warrant agreement. Additionally, 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 are 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 curing any ambiguity, or curing, correcting
or supplementing any defective provision contained in the warrant agreement or adding or changing any other provisions with respect to
matters or questions arising under such agreement as the warrant agent and us may deem necessary or desirable and that the warrant agent
and us deem shall not adversely affect the interest of the holders, but requires the approval by the holders of at least 65% of the then
outstanding public warrants to make any change that adversely affects the interests of the registered holders.


 


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.


 


No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. 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, the number of Class A ordinary shares to be issued to the warrant holder.


 




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Exclusive Forum Provision. Our warrant
agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction
will be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. This provision does not apply to claims under the Exchange Act or any claim for which the
federal district courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants


 


The private placement warrants (including the
Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the
completion of our initial business combination (except, as described under “Principal Shareholders—Transfers of Founder Shares
and Private Placement Warrants,” including to our officers and directors and other persons or entities affiliated with our sponsor)
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as described above
under “—Public Shareholders’ Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals
or Exceeds $18.00”). The sponsor or its permitted transferees, have the option to exercise the private placement warrants on a cashless
basis. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in
our initial public offering.


 


Except as described under “—Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” if holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Class
A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “historical fair market value” of our Class A ordinary shares (defined below) over the exercise
price of the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” will
mean the average reported last reported sales price of the Class A ordinary shares for the 10 trading days ending on the third trading
day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these
warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is
not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their
ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders
from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to
sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in
the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 




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Except as described above, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering.


 


Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our 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.


 


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.


 


Certain Differences in Corporate Law


 


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


 


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


 


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


 


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


 




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


 


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


 


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;


 




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




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




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


 


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


 


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


 


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


 


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


 


	 	●	a company is acting, or proposing to act, illegally or beyond the scope of its authority;




	 	●	the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or




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


 


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


 


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


 


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


 




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


 


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




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




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




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




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




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




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




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


 


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


 


Our Amended and Restated Memorandum and Articles
of Association


 


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 initial public offering that will apply to us until the completion of our initial business combination. These provisions cannot be
amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has
been approved by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a
company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution
has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the
company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be
approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law) (other than
amendments relating to the rights of holders of Class B ordinary shares to appoint or remove directors, which may be amended by a special
resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution
of all of our shareholders.


 


Our initial shareholders, who collectively beneficially
own 20% of our ordinary shares, may 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 have not completed our initial business combination within 24 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 income earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income 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 each case, 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;


 




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	 	●	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;




	 	●	In the event that we enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;




	 	●	If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other 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;




	 	●	We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account);




	 	●	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 have not consummated an initial business combination within 24 months from the closing of our initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein; and




	 	●	We will not effectuate our initial business combination solely 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 or equity-linked securities or
through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward
purchase agreements or backstop arrangements we may enter into following our initial public offering, in order to, among other
reasons, satisfy such net tangible assets requirement.


 


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


 


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


 


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


 


Securities Eligible for Future Sale


 


We have 43,125,000 ordinary shares issued and outstanding. Of these
shares, the 34,500,000 Class A ordinary shares are freely tradable without restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act (which includes the 2,475,000
units held, directly or indirectly, by the PIMCO private fund or its affiliates). All of the remaining 8,625,000 founder shares and all
6,266,667 private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering, and are subject to transfer restrictions as set forth in the prospectus for our initial public offering.


 




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Rule 144


 


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


 


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


 


	 	●	1% of the total number of Class A ordinary shares then outstanding, which is currently equal to 345,000 Class A ordinary shares; or




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


 


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


 


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


 


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


 


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




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




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




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


 


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


 




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Registration Rights


 


The holders of the founder shares, private placement
warrants and any warrants that may be issued on conversion of working capital loans are entitled to registration rights pursuant to a
registration rights agreement requiring us to register such securities for resale. The holders of these securities are entitled to make
up to three demands, excluding short form registration demands, that we register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial
business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the founder
shares, on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business
combination, (x) if the last reported sale price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
splits, share dividends, rights issuances, subdivisions, 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, or (y) the date following the completion
of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization or other
similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property, and (2) in the case of the private placement warrants and the respective Class A ordinary shares underlying
such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with
the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants
are listed on NYSE under the symbols “FACT U,” “FACT” and “FACT WS,” respectively.


 


 


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