Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary of the material terms of the securities of Logistics Innovation Technologies Corp., a Delaware corporation (“we,”
“us,” “our” or “the company”), is not intended to be a complete summary of the rights and preferences
of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation, as may be amended,
our bylaws and the warrant agreement, dated June 10, 2021, between the company and Continental Stock Transfer & Trust Company (the
“Warrant Agreement”), in each case incorporated by reference as exhibits to the company’s Annual Report on Form 10-K
for the year ended December 31, 2021 (the “Report”), and applicable Delaware law, including the Delaware General Corporation
Law, or DGCL. We urge you to read our amended and restated certificate of incorporation, our bylaws and the Warrant Agreement in their
entirety for a complete description of the rights and preferences of our securities.


 


General


 


We
are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 400,000,000 shares of common stock, $0.0001 par
value each, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000
shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out
more particularly in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the
information that is important to you.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one-third of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Class A common
stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds
one-third of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds
two-halves of one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share.
The Class A common stock and warrants comprising the units began separate trading on August 2, 2021. Holders have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a
whole warrant.


 


Common
Stock


 


Prior
to December 31, 2021, there were 8,522,403 shares of Class B common stock outstanding, all of which were held of record by our initial
stockholders, so that our initial stockholders own 20% of our issued and outstanding shares. Upon the closing of the Public Offering,
42,612,014 of our shares of common stock were outstanding, including:


 


		●	34,089,611
shares of Class A common stock underlying units issued as part of the Public Offering; and



 


		●	8,522,403
shares of Class B common stock held by our initial stockholders.



 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock
and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except
as required by law. Unless specified in our amended and restated certificate of incorporation, or 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 380,000,000 shares of Class A common stock, 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 shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the business
combination to the extent we seek stockholder approval in connection with our initial business combination. Our board of directors is
divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a three-year term.


 


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


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
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 described herein. The amount in the trust account was initially $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 stockholders, 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 they hold in connection with (i)
the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation that would affect 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 completed an initial business combination by June 15, 2023. Unlike
many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote
for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about our 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 law, or we decide to obtain stockholder 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 stockholder approval, we will complete our initial
business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However,
the participation of our sponsors, officers, directors, advisors or their respective affiliates in privately-negotiated transactions
(as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our
public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval
of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained.


 


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 Excess Shares, without
our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their
investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions
with respect to the Excess Shares if we complete our 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 shares in open market
transactions, potentially at a loss.


 






    2


     


    

 


If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, officers and directors have
agreed to vote any founder shares they hold and any public shares purchased during or after the Public Offering in favor of our initial
business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 12,783,605, or 37.5%
(assuming all issued and outstanding shares are voted), or 2,130,601, or 6.25% (assuming only the minimum number of shares representing
a quorum are voted), of the 34,089,611 public shares sold in the Public Offering to be voted in favor of an initial business combination
in order to have our initial business combination approved. Additionally, each public stockholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination by June 15, 2023,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to
which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares
if we fail to complete our initial business combination by June 15, 2023 or during any Extension Period. However, if our initial stockholders
or management team acquire public shares in or after the 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 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 shares, 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 public stockholders 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 described herein.


 


Founder
Shares


 


The
founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock
included in the units sold in the 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 initial
stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their
redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business
combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a
stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of
our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have
not consummated an initial business combination by June 15, 2023 or with respect to any other provisions 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 they hold if we fail to complete our initial business combination by June 15, 2023 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 (iii) the founder shares are automatically convertible
into Class A common stock 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 certificate of incorporation. If we submit our initial
business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any
public shares purchased during or after the Public Offering in favor of our initial business combination.


 






    3


     


    

 


The
founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common
stock or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares
of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of
the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares
of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued
or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection
with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked
securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the
initial business combination and any private placement warrants issued to our sponsors, officers or directors upon conversion of working
capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsors, each of whom will be subject to the same transfer restrictions) until the earlier
to occur of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock 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, capital stock exchange or other similar transaction that results in all of our stockholders having the right to
exchange their Class A common stock for cash, securities or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations,
powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue shares
of 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 shares of 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 shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock,
we cannot assure you that we will not do so in the future. No shares of preferred stock were issued or registered in the Public Offering.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided that
we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering
the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or
we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the Warrant Agreement) and such
shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the
holder. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common
stock. 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 three 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.


 






    4


     


    

 


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


 


We
registered the shares of Class A common stock issuable upon exercise of the warrants in the registration statement because the warrants
will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering.
However, because the warrants will be exercisable until their expiration date of up to five years after the completion of our initial
business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of
our initial business combination, 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 a post-effective amendment to
the registration statement or a new registration statement with the SEC covering the registration, under the Securities Act, of the shares
of Class A common stock 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 shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 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 common stock 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
the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
(defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value”
as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on
the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00.


 


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


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 






    5


     


    

 


		●	upon
a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


		●	if,
and only if, the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending three trading
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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”).



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class
A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. 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 common stock may fall below the $18.00 redemption trigger price
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the
heading “— Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments”) 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 share of Class A common stock 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” (as defined below) of our Class A common stock except as otherwise
described below;



 


		●	if,
and only if, the Reference Value (as defined above under “Redemption of warrants when the price per share of Class A common stock
equals or exceeds $18.00”) equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’
Warrants — Anti-Dilution Adjustments”); and



 


		●	if
the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants —
Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms (except
as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as
described above.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants
on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock 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 common stock 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 common stock 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. Pursuant to the Warrant Agreement, references above to Class A common stock shall include
a security other than Class A common stock into which the Class A common stock 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 shares of Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our
initial business combination.


 






    6


     


    

 


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 a 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 stock prices in the column
headings will equal the stock 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 exercise 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 a warrant is adjusted,
(a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below,
the adjusted share prices in the column headings will equal the unadjusted share price 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 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—
Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the
decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	
    Redemption Date

(period to expiration of warrants)
	 	Fair Market Value of Class A Common Stock	 
	 	≤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	 






 






    7


     


    

 

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 shares of Class A common stock
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 common stock 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 common stock for each whole warrant. 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 common stock 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 common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection
with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected
in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection
with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock.


 


This
redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock are trading
at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock 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 share of
Class A common stock 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 this prospectus. 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 and 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 applicable redemption price to the warrant holders.


 


As
stated above, we can redeem the warrants when the Class A common stock 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 common stock are trading at a price below the exercise price of the warrants, this could result in the
warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their warrants
for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.


 


No
fractional Class A common stock 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 common stock to be issued to the holder. If, at the
time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock 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 common stock, the company (or surviving
company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon 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 common stock outstanding immediately after giving effect to such exercise.


 






    8


     


    

 


Anti-Dilution
Adjustments


 


If
the number of outstanding shares of Class A common stock is increased by a stock capitalization or stock dividend payable in shares of
Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such stock capitalization
or stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be increased in proportion to such increase in the outstanding shares of common stock. A rights offering made to all or substantially
all holders of common stock entitling holders to purchase Class A common stock at a price less than the “historical fair market
value” (as defined below) will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of
(i) the number of shares of Class A 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 Class A common stock) and (ii) one minus the quotient of (x)
the price per share of Class A common stock 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 common stock, in determining the price payable
for Class A 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) “historical fair market value” means the volume weighted average price of Class
A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A 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 all or substantially all of the holders of the Class A common stock on account of such Class A common stock (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 common stock during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately
reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price
or to the number of shares of Class A common stock issuable on exercise of each warrant) 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 common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class
A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the
substance or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by
June 15, 2023 or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination
activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash
and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 






    9


     


    

 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per 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 stockholders or their respective affiliates, without taking into account any founder shares held by our initial stockholders
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 on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average
trading price of our Class A 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 (such price, the “Market Value”) is below $9.20 per share, 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, the $18.00 per
share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to
the higher of the Market Value and the Newly Issued Price.


 


In
case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely
affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However,
if 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 consolidation or merger, 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 consolidation or merger 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 stockholders of the company
as provided for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of
Class A common stock by the company if a proposed initial business combination is presented to the stockholders 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
shares of Class A common stock (the “offer trigger”), the holder of a warrant will be entitled to receive the weighted average
of the amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such holder
had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and participated in such tender
or exchange offer on a pro rata basis with all other holders of shares of Class A common stock, subject to adjustments (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.
If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form
of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of
the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price
will be reduced as specified in the Warrant Agreement based on the Black-Scholes 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.


 






    10


     


    

 


The
warrants were issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or to correct any defective provision or mistake, including to conform the provisions thereof to
the description of the terms of the warrants and the warrant agreement as set forth in this prospectus, (ii) amending the definition
of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 of the warrant
agreement, (iii) amending the threshold in the offer trigger to be more than 50% of the voting power of our outstanding securities (including
with respect to the election of directors), deleting Section 6.2 or amending the terms of the private placement warrants, with the consent
of the holders of a majority of the then outstanding private placement warrants, to provide that the terms of the private placement warrants
will not change if transferred to persons other than permitted transferees or to conform the provisions of the private placement warrants
to the terms of the public warrants, or making any other amendments that are necessary in the good faith determination of the Company’s
board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in the
Company’s financial statements, or (iv) adding or changing any provisions with respect to matters or questions arising under the
warrant agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the
registered holders of the warrants, and that all other modifications or amendments will require the vote or written consent of the holders
of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement
warrants, a majority of the then outstanding private placement warrants. You should review a copy of the Warrant Agreement, which is
filed as an exhibit to this Form 10-K, for a complete description of the terms and conditions applicable to the warrants.


 


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 Class A common stock. After the issuance of Class A common stock 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 stockholders.


 


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


 


Private
Placement Warrants


 


Except
as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as part
of the units in the Public Offering. The private placement warrants (including the Class A common stock issuable upon exercise of the
private placement warrants) are not transferable, assignable or salable until 30 days after the completion of our initial business combination
(except pursuant to limited exceptions as described under “Principal Shareholders — Transfers of Founder Shares and Private
Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the
private placement warrants) and they will not be redeemable by us so long as they are held by our sponsors or their permitted transferees
(except as otherwise set forth herein). Our sponsors, or their permitted transferees, has the option to exercise the private placement
warrants on a cashless basis. If the private placement warrants are held by holders other than our sponsors or their permitted transferees,
the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis
as the warrants included in the units sold in the Public Offering.


 


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 shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “Sponsor fair market value”
(defined below) over the exercise price of the warrants by (y) the Sponsor fair market value. For these purposes, the “Sponsor
fair market value” shall mean the average reported closing price of the Class A common stock for the 10 trading days ending on
the third trading day prior to the date on which the notice of 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 our sponsors and their 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 have policies in place that restrict
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 could exercise their warrants and sell the Class A common stock 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.


 






    11


     


    

 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as
may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of
$1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


Our
initial stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common
stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business
combination, except that, among other limited exceptions, transfers can be made to our officers and directors and other persons or entities
affiliated with the sponsors.


 


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 completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
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 common stock 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 stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person
or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or
claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind
to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only
be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not
against the any monies in the trust account or interest earned thereon.


 


Amended
and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to the Public Offering that
will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of
the holders of 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common stock, may participate
in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose.
Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	If
we are unable to complete our initial business combination by June 15, 2023, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements
of other applicable law;



 


		●	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 as a class with our public shares (a) on our initial business combination or (b) to approve an amendment
to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24
months from the closing of the Public Offering or (y) amend the foregoing provisions;



 


		●	Although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsors, our directors or our
executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm that such a business combination is fair to our company from a financial point of view;



 






    12


     


    

 


		●	If
a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder 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. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders
with the opportunity to redeem their public shares by one of the two methods listed above;



 


		●	We
must consummate an initial business combination with one or more operating businesses or assets with a fair market value of at least
80% of the assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding
the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial business combination;



 


		●	If
our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination by June 15, 2023, or with respect to any other provisions relating to stockholders’ rights
or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion
of their Class A common stock 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 described herein; and



 


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



 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of the Public Offering. This
statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:


 


		●	a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);



 


		●	an
affiliate of an interested stockholder; or



 


		●	an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.



 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:


 


		●	our
board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the
transaction;



 


		●	after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on
or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at
a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
not owned by the interested stockholder.



 






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Our
amended and restated certificate of incorporation provides that our board of directors will be classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive
Forum for Certain Lawsuits


 


Our
amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by
any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers
or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv)
any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought
only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have
subject matter jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,
and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although
our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection of an alternative
forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under
the Securities Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise
acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions.


 


Special
Meeting of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 






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Action
by Written Consent


 


Any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such
stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.


 


Classified
Board of Directors


 


Our
board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving
staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may
be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may
be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power
of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single
class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled
only by vote of a majority of our directors then in office.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal
would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders
of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of Class B common stock were present and voted.


 


Securities
Eligible for Future Sale


 


Immediately
after the Public Offering we had 42,612,014 shares of common stock outstanding. Of these shares, the shares of Class A common stock sold
in the Public Offering (34,089,611) are freely tradable without restriction or further registration under the Securities Act, except
for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding
founder shares (8,522,403 founder shares) and all of the outstanding private placement warrants (5,945,281 warrants) are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering.


 


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 shares of common stock then outstanding, which will equal 426,120 shares immediately after the Public Offering;
or



 


		●	the
average weekly reported trading volume of the Class A common stock 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.


 






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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 Form 8-K reports; 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 stockholders 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.



 


Registration
Rights


 


The
holders of (i) the founder shares and (ii) the private placement warrants, including any warrants that may be issued upon conversion
of working capital loans (and the shares of Class A common stock issuable upon exercise of such warrants) have registration rights to
require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination pursuant
to a registration rights agreement. Pursuant to the registration rights agreement and assuming $1.5 million of working capital loans
are converted into private placement warrants, we will be obligated to register up to 15,467,684 shares of Class A common stock and 6,945,281
warrants. The number of shares of Class A common stock includes (i) 8,522,403 shares of Class A common stock to be issued upon conversion
of the founder shares, (ii) 5,945,281 shares of Class A common stock underlying the private placement warrants and (iii) 1,000,000 shares
of Class A common stock underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants
includes 5,945,281 private placement warrants and 1,000,000 private placement warrants issued upon conversion of working capital loans.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are currently listed on Nasdaq under the symbol “LITTU,” “LITT” and
“LITTW,” respectively.


 





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