Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


Dated: April 15, 2022


 


The following is a summary
of all material characteristics of our capital stock as set forth in our amended and restated certificate of incorporation and bylaws.
The summary does not purport to be complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation
and bylaws, and to the provisions of the General Corporation Law of the State of Delaware, as amended (“DGCL”).


 


Our amended and restated certificate
of incorporation has authorized capital stock consisting of 100,000,000 shares of common stock, $0.001 par value and 1,000,000 shares
of undesignated preferred stock, $0.001 par value. As of the date hereof, there are 69,900,000 authorized but unissued shares of common
stock available for issuance and no shares of preferred stock issued and outstanding, taking into account the 14,375,000 shares of common
stock issued and outstanding, as well as the 8,625,000 and 7,100,000 shares of common stock reserved for issuance upon exercise of outstanding
warrants and placement warrants, respectively. The outstanding shares of our common stock are validly issued, fully paid and nonassessable.


 


Common Stock


 


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 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 is 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 100,000,000 shares of 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 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 the NYSE
American corporate governance requirements, we are not required to hold an annual meeting until not later than one year after our first
fiscal year end following our listing on the NYSE American. 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 consummation 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 approximately $10.15 per public share, which would increase to $10.25 or $10.35, respectively, if we
exercise one or two of our extensions of time to consummate our initial business combination. 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
from our initial public offering. Our sponsor, officers and directors entered into a letter agreement with us (the “Letter Agreement”),
pursuant to which they agreed to waive their redemption rights with respect to any founder shares and placement warrants and any public
shares held by them in connection with the consummation 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 consummation 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 will require 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 consummate 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. If we submit our initial business combination to our public stockholders for a vote, our sponsor,
the other initial stockholders, our officers and our directors have agreed to vote their respective founder shares, placement warrants
and any public shares held by them in favor of 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 initial public offering, 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 consummate 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 consummate 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.


 


Pursuant to the Letter Agreement
our sponsor, officers and directors have agreed to vote any founder shares and placement warrants held by them and any public shares subsequently
acquired, in favor of our initial business combination. As a result, in addition to the founder shares, we would need 4,312,501, or 30.0%,
of the 14,375,000 public shares issued and outstanding as of the date of this filing to be voted in favor of a transaction (assuming all
outstanding shares are voted) in order to have our initial business combination approved (assuming all outstanding shares are voted).
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed
transaction.


 


Pursuant to our amended and
restated certificate of incorporation, we will have until 12 months following the effectiveness of the initial public offering to consummate
an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within
12 months, we may, but are not obligated to, extend the period of time to consummate a business combination by two additional three-month
periods each (for a total of up to 18 months following the effectiveness of the initial public offering to complete a business combination).
Our public stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. This feature is
different from some other special purpose acquisition companies, in which any extension of the company’s period to complete an initial
business combination would require a vote of the company’s stockholders and in connection with such vote stockholders would have
the right to redeem their public shares. Pursuant to the terms of our amended and restated certificate of incorporation and the trust
agreement to be entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for
us to complete our initial business combination, our sponsor or its affiliates or designees, upon five business days’ advance notice
prior to each deadline, must deposit into the trust account an additional $0.10 per share of common stock then outstanding (in each case,
$1,150,000) on or prior to the date of such deadline. In connection with each such additional deposit, our sponsor or its affiliates or
designees will receive an additional 1,150,000 placement warrants, with the same terms as the original placement warrants.


 


 Pursuant to our amended
and restated certificate of incorporation, if we are unable to consummate our initial business combination within 12 months (or up to
15 months or 18 months, as applicable) following the effectiveness of the initial public offering, we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter 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 $50,000 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 sponsor, officers
and directors entered into the 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 and placement warrants held by them if we fail to consummate our initial business
combination within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the initial public offering.
However, if our initial stockholders acquired public shares in or after the initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within
the prescribed time period.


 






    	 	 	 



    	 



    

 


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 consummation of our
initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical
to the shares of common stock included in the units sold in the initial public offering, 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 sponsor, officers and directors have entered into the 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 consummation
of our initial business combination, (B) to waive their redemption rights with respect to their founder shares and placement warrants
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 redemptions 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 consummate our initial business combination
within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the initial public offering 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 consummate our
initial business combination within 12 months (or up to 15 months or 18 months, as applicable) following the effectiveness of the initial
public offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to consummate our initial business combination within such time period, and (iii) are entitled to registration rights.
If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed pursuant
to the Letter Agreement to vote any founder shares held by them and any public shares subsequently purchased in favor of our initial business
combination.


 


In the case that additional
shares of common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the initial public
offering and related to the consummation of the initial business combination, the amount of founder shares will be adjusted (unless the
holders of a majority of the outstanding shares of founder shares agree to waive such adjustment with respect to any such issuance or
deemed issuance) so that the number of founder shares will equal, in the aggregate, 20% of the sum of the total number of all shares of
common stock outstanding upon effectiveness of the initial public offering (excluding the placement warrants and underlying securities)
plus all shares of common stock and equity-linked securities issued or deemed issued in connection with the initial business combination
(excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private
placement-equivalent units and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us).
We cannot determine at this time whether a majority of the holders of our founder shares at the time of any future issuance would agree
to waive such adjustment. 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 our common stockholders on structuring an initial business
combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the founder shares.
If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our founder shares, but would reduce
the percentage ownership of holders of our common stock. If such adjustment is waived, the issuance would reduce the percentage ownership
of holders 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 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 sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of: (A)
one year following the consummation of our initial business combination and (B) the date on which we complete a liquidation, merger, stock
exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the
right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, the founder shares
will be released from the lock-up if (1) subsequent to our initial business combination, if the reported last sale price of our common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other
similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination or (2) if we complete a transaction after our initial business combination that results in all of our stockholders having
the right to exchange their shares for cash, securities or other property. However, if after a business combination there is a transaction
whereby all the outstanding shares are exchanged or redeemed for cash (as would be the case in a post-asset sale liquidation) or another
issuer’s shares, then the founder shares (or any shares of common stock thereunder) shall be permitted to participate.


 






    	 	 	 



    	 



    

 


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.


 


Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each warrant entitles the
registered holder to purchase one share of our 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 was declared effective
by the SEC and the consummation of a business combination. A warrant holder may exercise its warrants only for a whole number of shares
of common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have
been or will be issued, and only whole warrants will trade.


 


The warrants will expire five
years following the consummation 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 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 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 common stock upon exercise of a warrant unless 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 holder of such warrant will have paid the full purchase price solely for the share of common
stock underlying such warrant.


 


 We have not registered
the shares of common stock issuable upon exercise of the warrants as of the date hereof. However, we have agreed that as soon as practicable,
but in no event later than 15 business days following the consummation of our initial business combination, we will use our best efforts
to file with the SEC a registration statement covering the shares of 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 common stock until the warrants
expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable
upon exercise of the warrants is not effective by the 60th business day 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 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 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, 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;


 


	 	·	upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and


 


	 	·	if, and only if, the reported last sale price of the 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 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 initial public offering.


 


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 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 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 common stock equal to the quotient obtained by dividing (x) the product of the number of shares of 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 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 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. If we call our warrants for redemption and our management does not take advantage
of this option, our sponsor and its permitted transferees would still be entitled to exercise their placement warrants for cash or on
a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders
been required to exercise their warrants on a cashless basis, as described in more detail below.


 


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 common
stock outstanding immediately after giving effect to such exercise.


 


If the number of outstanding
shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of 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 common
stock issuable on exercise of each whole warrant will be increased in proportion to such increase in the outstanding shares of common
stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price less than the fair
market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the number of shares of
common stock 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 common stock) and (ii) one (1) minus the quotient of (x) the price per share of common stock paid
in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible
into or exercisable for common stock, in determining the price payable for common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume
weighted average price of common stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of common stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of common stock on account of such shares of 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 common
stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of 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 redemptions in connection with our initial business combination or certain amendments to our charter prior
thereto or to redeem 100% of our common stock if we do not consummate our initial business combination within 12 months (or up to 15 months
or 18 months, as applicable) following the effectiveness of the initial public offering 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 consummate 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 common stock in respect of such event.


 






    	 	 	 



    	 



    

 


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


 


Whenever the number of shares
of 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 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 common stock so purchasable immediately thereafter.


 


In case of any reclassification
or reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value of
such shares of 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 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 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.


 


The warrants sold in the initial
public offering were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. A copy of the warrant agreement is filed as an exhibit to the registration statement of the initial public offering. 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 all other modifications or amendments.


 


In addition, if (x) we issue
additional shares of common stock or equity-linked securities for capital raising purposes in connection with the consummation of our
initial business combination at an issue price or effective issue price (the “Newly Issued Price”), of less than $9.20
per share of 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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor
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 volume weighted average trading price of our common stock during
the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (“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 common stock and any voting rights until they exercise their warrants
and receive shares of common stock. After the issuance of shares of 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 warrants 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 common stock to be issued to the warrant holder.


 


Placement Warrants


 


Except as described below,
the placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the initial
public offering, including as to exercise price, exercisability and exercise period. The placement warrants (including the common stock
issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until at least 30 days following the
consummation of our business combination (except, among other limited exceptions, to our officers and directors and other persons or entities
affiliated with our sponsor). However, if after a business combination there is a transaction whereby all the outstanding shares are exchanged
or redeemed for cash (as would be the case in a post-asset sale liquidation) or another issuer’s shares, then the placement warrants
(or any shares of common stock thereunder) shall be permitted to participate. They will also be exercisable on a cashless basis and will
not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor or its permitted transferees
have the option to exercise the placement warrants on a cashless basis. If the placement warrants are held by holders other than the sponsor
or its permitted transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis as the
warrants.


 






    	 	 	 



    	 



    

 


If holders of the placement
warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number
of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of 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 common stock 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
an initial 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 stockholders who typically could sell the shares
of common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from
doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In addition, holders of our
placement warrants are entitled to certain registration rights.


 


In order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required, up to $1,500,000 of such loans may be convertible into
warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The warrants
would be identical to the placement warrants.


 


Our sponsor has agreed not
to transfer, assign or sell any of the placement warrants (including the common stock issuable upon exercise of any of these warrants)
until the date that is 30 days following the date we consummate our initial business combination, except that, among other limited exceptions,
to our officers and directors and other persons or entities affiliated with our sponsor.


 


Dividends


 


We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the consummation of an initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial conditions subsequent to consummation of an initial business combination. The payment of any cash dividends subsequent to an
initial business combination will be within the discretion of our board of directors at such time. In addition, our Board is not currently
contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.