Exhibit 4.6


 


DESCRIPTION OF SECURITIES


 


Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common
stock $0.0001 par value and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one share of Class A common stock and one-third
of one redeemable public warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at
a price of $11.50 per share, subject to adjustments as described set forth in the warrant agreement. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants have been issued upon separation of the units and only
whole warrants are traded.


 


The common stock and warrants constituting the units began separate
trading on December 13, 2021.


 


Common Stock


 


As of December 6, 2021, a total of 37,500,000 shares of our common
stock are outstanding, including:


 


		●	30,000,000 shares of our Class A common stock; and



 


		●	7,500,000 shares of Class B common stock held by M3-Brigade
Sponsor III LP (“sponsor”).



 


Common stockholders of record are entitled to one vote for each share
held on all matters to be voted on by stockholders. Holders of our Class B common stock will have the right to elect all of our directors
prior to the consummation of our initial business combination. Holders of our public shares will not be entitled to vote on the election
of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution
passed by a majority of our shares of Class B common stock. On any other matter submitted to a vote of our stockholders, holders of our
Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law
or stock exchange rule. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business
combination activity may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust agreement
governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. 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.


 


Directors are divided into three classes, each of which will
generally serve for a term of three years with only one class elected in each year. There is no cumulative voting with respect to
the election of 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 500,000,000 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 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.


 






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In accordance with the New York Stock Exchange (the “NYSE”)
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. Under Section 211(b) of the Delaware General Corporation Law (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 shares upon the completion of our initial business combination at a per share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our
initial business combination, including interest (which interest shall be net of taxes payable and working capital released to us),
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust
account is $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not
be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the
requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly
redeem its shares. Our initial stockholders 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 any public shares held by them in connection with the
completion of our initial business combination. Permitted transferees of our sponsor, officers or directors are subject to the same
obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their
initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business
combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not
required by applicable law or stock exchange listing requirements 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 Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC
prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender
offer documents to contain substantially the same financial and other information about the initial business combination and the
redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is
required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other 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, unless a different vote is required by applicable law
or stock exchange rules, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the business combination. However, the participation of our sponsor, officers, directors, advisors
or any of their respective affiliates in privately-negotiated transactions (as described in the initial public offering
(“IPO”) prospectus)), if any, could result in the approval of our initial business combination even if a majority of our
public stockholders’ vote, or indicate their intention to vote, against such business combination. For purposes of seeking
approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. Our bylaws will require that we give at least 10 days prior notice of any such
meeting, if required, at which a vote shall be taken to approve 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 Securities Exchange Act of 1934, as amended, or the “Exchange Act”), will be restricted from redeeming
more than an aggregate of 15% of the shares sold in the IPO, without our prior consent, which we refer to as the “Excess
Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce
their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in
their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete the 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.


 






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If we seek stockholder approval in connection with our initial business
combination, our sponsor, officers and directors have (and their permitted transferees, as applicable, will agree) agreed to vote any
founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our sponsor’s
founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares sold in the IPO to be voted in favor of our initial
business combination in order to have such initial business combination approved. Additionally, each public stockholder may elect to redeem
its public shares without voting, and if they do vote, 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 within the completion window, we will: (1) cease all operations except for
the purpose of winding up; (2) 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes
payable), 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 (3)
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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we
fail to complete our initial business combination within the completion window. However, if our sponsor or any of our officers or directors
acquires public shares after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to complete our initial business combination within the completion window.


 


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 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 on deposit in the trust account as of two business days prior to the consummation of our initial business combination,
including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical to the shares of Class A common stock
included in the units, except that: (1) only holders of the founder shares have the right to vote on the election of directors prior to
our initial business combination; (2) the founder shares are subject to certain transfer restrictions, as described in more detail below;
(3) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive
their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our
initial business combination, (b) waive their redemption rights with respect to any founder shares and public shares held by them in connection
with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing
of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100%
of our public shares if we have not consummated our initial business combination within the completion window; and (c) waive their rights
to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial
business combination within the completion window (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 the completion window); (4)
the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder
shares 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 (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public
shares held by them in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity- linked securities, are issued or deemed issued
in excess of the amounts sold in the IPO and related to the closing of our initial business combination, the ratio at which shares of
Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so
that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the total number of all shares of common stock outstanding plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with our initial business combination.


 


With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor and other permitted
transferees, each of whom are subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our
initial business combination, (B) subsequent to our initial business combination, if the closing price of our Class A common stock equals
or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (C) following the
completion of our initial business combination, such future date on which we complete a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock
for cash, securities or other property.


 


Preferred Stock


 


Our amended and restated certificate of incorporation provides that
1,000,000 shares of preferred stock may be issued from time to time in one or more series. Our board of directors are 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 are 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.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder to purchase one share
of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after
the completion of our initial business combination. Pursuant to the warrant agreement, a public warrant holder may exercise its public
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 have been issued upon separation of the units and only whole warrants are traded. 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.


 






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We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant
exercise unless a registration statement under the Securities Act of 1933, as amended, (the “Securities Act”) with
respect to the shares of Class A common stock underlying the public warrants is then effective and a current prospectus relating to
those shares of Class A common stock is available, subject to our satisfying our obligations described below with respect to
registration. No public warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any
shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or
qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the
event that the conditions in the two immediately preceding sentences are not satisfied with respect to a public warrant, the holder
of such public warrant will not be entitled to exercise such public warrant and such public warrant may have no value and expire
worthless. In the event that a registration statement is not effective for the exercised public warrants, the purchaser of a unit
containing such public warrant will have paid the full purchase price for the unit solely for the share of Class A common stock
underlying such unit.


 


We have agreed that as soon as practicable, but in no event later than
20 business days after the closing of our initial business combination, we will use our commercially reasonable best efforts to file with
the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering
the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating
to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if our Class A common stock
is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies 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, but will use our reasonable best efforts to qualify the
shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of Warrants for Cash.
Once the public warrants become exercisable, we may call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per public warrant;



 


		●	upon a minimum of 30 days’ prior written notice of
redemption, or the 30-day redemption period, to each warrant holder; and



 


		●	if, and only if, the closing price of our Class A common
stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which we send the notice
of redemption to the public warrant holders.



 


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


 


We have established the last of the redemption criterion discussed
above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the
foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise
his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00
redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.


 






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Redemption Procedures and Cashless Exercise.
If we call the warrants for redemption as described above, our management has the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that
are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable
upon the exercise of our warrants. 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 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) over the exercise price
of the warrants by (y) the fair market value. For this purpose, the “fair market value” shall mean the average 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 redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash
from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does
not take advantage of this option, our sponsor and its permitted transferees are still entitled to exercise their private 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 public 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 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately
after giving effect to such exercise.


 


Anti-Dilution Adjustments. If the
number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by
a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such
increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to
purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares
of Class A common stock equal to the product of (1) 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) multiplied by (2) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided
by (y) the fair market value. For these purposes (1) 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 (2) fair market value means the volume weighted
average price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date
on which the shares of 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 the holders of Class A common stock on account
of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible), other than (a)
as described above, (b) certain ordinary cash dividends of which are dividends up to $0.50 per share per year, (c) to satisfy the redemption
rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) as a result of the repurchase
of shares of Class A common stock by the company if the proposed initial business combination is presented to the stockholders of the
company for approval, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 






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


 


In case of any reclassification or reorganization of the
outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of
Class A common stock), or in the case of any merger or consolidation of us with or into another entity or conversion of the company
into another type of entity (other than a consolidation or merger in which we are the continuing corporation and that does not
result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in
connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the
basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or
upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had
exercised their warrants immediately prior to such event. However, if 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) securities
representing more than 50% of the aggregate voting power, including the power to vote on the election of our directors, of our
issued and outstanding equity securities, and (for the avoidance of doubt) such tender offer results in a change of control of us,
the holder of a public warrant will be entitled to receive the highest amount of cash, securities or other property to which such
holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration
of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had been purchased
pursuant to such tender or exchange offer, 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. Additionally, 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 per share consideration minus 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 public warrants.


 






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The public warrants have been issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement has been filed as an exhibit to the IPO registration statement and contains the description of the terms and
conditions applicable to the warrants. The public 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 correct any mistake, including to conform the provisions of
the warrant agreement to the description of the terms of the public warrants and the public warrant agreement as set forth in this
prospectus, (ii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement
as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights
of the registered holders of the warrants and (iii) providing for the delivery of an “alternative issuance” (as defined
in the public warrant agreement), provided that the approval by the holders of at least 50% of the then-outstanding public warrants
is required to make any other modification or amendment, including any modification or amendment to increase the exercise price of
the public warrants or shorten the exercise period, but requires the approval by the holders of at least 50% of the then outstanding
public warrants to make any other modification or amendment, including any modification or amendment to increase the exercise price
of the public warrants or shorten the exercise


period.


 


The public 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 public warrant
holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each
holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Private Placement Warrants


 


The private placement warrants (including the Class A common stock
issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion
of our initial business combination (except, among other limited exceptions as described under the IPO registration statement’s
section entitled “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers
and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us. Otherwise, the private
placement warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO.


 


If holders of the private 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 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
private placement warrants by (y) the fair market value. The “sponsor fair market value” shall mean the average 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
redemption is sent to the holders of warrants. 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 could exercise their public warrants and sell the shares of 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 the private placement warrants on a cashless
basis is appropriate.


 


In order to finance transaction costs in connection with an intended
initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but none of them is obligated
to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds
of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working
capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such
loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the


option of the lender. The warrants would be identical to the private
placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans,
if any, have not been determined and no written agreements exist with respect to such loans.


 






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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 our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. In addition, our board of directors 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.


 


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 liabilities,
including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity,
except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation contains
certain requirements and restrictions from the time of the IPO that will apply to us until the completion of our initial business
combination. These provisions (other than amendments relating to the appointment of directors, which require the approval of a
majority of at least 90% of our common stock voting in a stockholder meeting) cannot be amended without the approval of the holders
of at least 65% of our common stock and then only if we allow dissenting holders the opportunity to redeem their pro rata interest
from the trust account. Our sponsor, who collectively and beneficially own 20% of our common stock, may participate in any vote to
amend our amended and restated certificate of incorporation and has the discretion to vote in any manner it chooses. Prior to an
initial business combination, we may not issue additional securities that can vote on amendments to our amended and restated
certificate of incorporation. Specifically, our amended and restated certificate of incorporation provides, among other things,
that:


 


		●	if we are unable to complete our initial business combination
within the completion window, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible
but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of 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 (less up to
$100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), 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 (3) 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 each
case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;






 


		●	prior to our initial business combination, we may not issue
additional shares of capital stock that would entitle the holders thereof to: (1) receive funds from the trust account; or (2) vote on
any initial business combination;



 


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



 






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		●	if a stockholder vote on our initial business combination
is not required by applicable law or stock exchange rules 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;



 


		●	if required by applicable stock-exchange rules, our initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the trust account (excluding the amount of any deferred underwriting commissions and taxes payable on the income earned
on the trust account) 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 redeem 100% of our public shares if we do
not complete our initial business combination within the completion window, we will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of 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 (which interest shall be taxes payable), divided by the
number of then outstanding public shares; 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 upon consummation
of our initial business combination to be less than the minimum amount required such that our Class A common stock will not become a “penny
stock” as such term is defined in Rule 3a51-1 of the Exchange Act.


 


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


 


We have elected to be exempt from the restrictions imposed under Section
203 of the DGCL. However, our certificate of incorporation contains similar provisions providing that we may not engage in certain “business
combinations” with any “interested stockholder” for a three-year period following the time that such stockholder becomes
an interested stockholder unless:


 


		●	prior to such time, our board of directors approved either
the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;



 


		●	upon consummation of the transaction which resulted in the
stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of our voting stock outstanding
at the time the transaction commenced (excluding certain shares); or



 


		●	on or subsequent to such time, the business combination is
approved by our board of directors and by the affirmative vote of at least two-third of the outstanding voting stock not owned by the
interested stockholder.



 


Generally, a “business combination” includes a merger,
asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions,
an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within
the previous three years owned, 15% or more of our voting stock.


 






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Under some circumstances, this provision will make it more difficult
for a person who is an interested stockholder to effect various business combinations with us for a three-year period.


 


Our amended and restated certificate of incorporation provides that
our sponsor and its various affiliates, any of their respective direct or indirect successors and transferees of at least 15% of our outstanding
common stock, and any group as to which such persons are party to, will not be deemed to be “interested stockholders” for
purposes of this provision.


 


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, to
the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for
breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought
outside of the State of Delaware, the stockholder bringing such suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law in the
types of lawsuits to which it applies, the provisions may have the effect of discouraging lawsuits against our directors and officers.


 


In addition, our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States
of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act against us or our directors, officers, other employees or agents. 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, officers, other employees or stockholders, 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. 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, the provision may limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us and may have the effect of discouraging lawsuits against our
directors and officers. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall
be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation.
If any action the subject matter of which is within the scope of the forum provisions is filed in a court other than a court located
within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to
have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection
with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having
service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the
foreign action as agent for such stockholder.


 






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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, if any.


 


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 secretary to 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 scheduled date of the annual meeting of stockholders. If our annual meeting is called for a date that is not within 45
days before or after such anniversary date, a stockholder’s notice will need to be received not earlier than the opening of business
on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y)
the close of business on the 10th day following the day on which we first publicly announce the date of the annual meeting.


 


Our bylaws also specify certain requirements as to the form and content
of a stockholder’s notice for an annual meeting. Specifically, a stockholder’s notice must include: (i) a brief description
of the business desired to be brought before the annual meeting, the text of the proposal or business and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of such stockholder and the name and address of the beneficial owner,
if any, on whose behalf the proposal is made, (iii) the class or series and number of shares of our capital stock owned beneficially and
of record by such stockholder and by the beneficial owner, if any, on whose behalf the proposal is made, (iv) a description of all arrangements
or understandings between such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any other person
or persons (including their names) in connection with the proposal of such business by such stockholder, (v) any material interest of
such stockholder and the beneficial owner, if any, on whose behalf the proposal is made in such business and (vi) a representation that
such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before such meeting. These notice
requirements will be deemed satisfied by a stockholder as to any proposal (other than nominations) if the stockholder has notified us
of such stockholder’s intention to present such proposal at an annual meeting in compliance with Rule 14a-8 of the Exchange Act,
and such stockholder has complied with the requirements of such rule for inclusion of such proposal in the proxy statement we prepare
to solicit proxies for such annual meeting. 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. The foregoing provisions may limit our stockholders’ ability to
bring matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


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. Prior to our initial business combination, only holders of our founder shares have the right to vote on the election of
directors. Holders of our public shares are not be entitled to vote on the election of directors during such time. In addition,
prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the
board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by
a resolution passed by a majority of our shares of Class B common stock. With respect to any other matter submitted to a vote of our
stockholders, including any vote in connection with our initial business combination, except as required by law or the applicable
rules of NYSE then in effect, holders of our founder shares and holders of our public shares will vote together as a single class,
with each share entitling the holder to one vote. 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.


 






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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


 


We have 30,000,000 shares of Class A common stock outstanding.
All of these shares are freely tradable without restriction or further registration under the Securities Act, except for any shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 7,500,000 Class B founder
shares and all 7,526,667 private placement warrants are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering, and are subject to transfer restrictions as set forth in the IPO prospectus.
Furthermore, all of the 40,000,000 forward purchase shares are restricted securities under Rule 144.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially owned restricted
shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that: (1) 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 (2) 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 of our common
stock 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 Class A common stock
then outstanding, which will equal 300,000 shares; or



 


		●	the average weekly reported trading volume of the 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.


 


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 a 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;



 






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



 


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



 


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



 


As a result, our initial stockholders will be able to sell their founder
shares pursuant to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares, private placement warrants and
warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the
private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to
registration rights pursuant to a registration and stockholder rights agreement requiring us to register such securities for resale
(in the case of the founder shares, only after conversion into shares of Class A common stock). The holders of these securities will
be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to
our completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration
statement.


 


Pursuant to the forward purchase agreement, we will use our
reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a registration statement
with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A
common stock), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60
days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date
on which our sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered
thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such
registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain
limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the
holders of forward purchase securities to include their securities in other registration statements filed by us.


 


In addition, pursuant to the registration and stockholder rights agreement,
our sponsor, upon consummation of an initial business combination, is entitled to nominate one person for election to our board of directors.


 


Listing of Securities


 


We have listed our units, Class A common stock
and warrants on the NYSE under the symbols “MBSC.U”, “MBSC” and “MBSC WS”, respectively. The common
stock and warrants constituting the units began separate trading on December 13, 2021. 


 


 


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