Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized shares consists of 500,000,000 shares of Class A ordinary
shares, $0.0001 par value, 50,000,000 shares of Class B ordinary shares, $0.0001 par value, and 5,000,000 shares of preference shares,
$0.0001 par value. The following description summarizes the material terms of our shares. Because it is only a summary, it may not contain
all the information that is important to you.


 


Units


 


Each
unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to
purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment 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 the company’s Class A
ordinary shares. 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
ordinary shares and warrants constituting the units began separate trading on December 27, 2021.


 


Ordinary
Shares


 


As
of March 31, 2022, a total of 51,750,000 shares of our ordinary shares are outstanding, including:


 


 ●  41,400,000 shares of our Class A
ordinary shares; and


 


●  10,350,000  shares of Class B ordinary
shares held by our initial shareholders and our sponsor co-investors.


 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described
below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of our shareholders except as required by law. Unless specified in our amended and restated memorandum and
articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative
vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval
of certain actions will require a special resolution under Cayman Islands law, and pursuant to our amended and restated memorandum and
articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect
to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors
can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of
directors out of funds legally available therefor. Prior to our initial business combination, only holders of our founder shares will
have the right to vote on the appointment of directors and to vote to continue our company in a jurisdiction outside the Cayman Islands
(including, but not limited to, the approval of the organizational documents of our company in such other jurisdiction). Holders of our
public shares will not be entitled to vote on the appointment of directors or to vote to continue our company in a jurisdiction outside
the Cayman Islands 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. The provisions of our amended and restated memorandum
and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended
by a special resolution passed by not less than the holders of 90% of our ordinary shares attending and voting at our general meeting.
In connection with our initial business combination, we may enter into a shareholders agreement or other arrangements with the shareholders
of the target or other investors to provide for voting or other governance arrangements that differ from those in effect upon completion
of our IPO.


 






     


     

    

 


Because
our amended and restated memorandum and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business
combination to the extent we seek shareholder approval in connection with our initial business combination.


 


Our
board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except
for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or general meetings to appoint
directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by
holders of a majority of our founder shares. 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.


 


We
will provide our public shareholders with the opportunity to redeem all or a portion of their public shares in connection with 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, if any, divided by the number of the
then-outstanding public shares, subject to the limitations described herein. The amount in the trust account following the
consummation of our IPO was $10.20 per public share. Such amount will be increased by an anticipated $0.05 per public share pursuant
to our sponsor’s purchase of additional private placement warrants for each 3-month extension of the completion window
that our sponsor may elect to effectuate. 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 rights will include the
requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our
management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to any founder shares and public shares held by them in connection with (i) our initial business combination, and
(ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares 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 within the completion window or (B) with respect to any other provision
relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold shareholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of
public shares for cash in connection with such initial business combinations even when a vote is not required by law, if a
shareholder vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required by
applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under the
SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange
listing requirements, or we decide to obtain shareholder 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 shareholder approval, we will complete our initial business combination only if we obtain the
approval of an ordinary resolution. However, the participation of our sponsor, initial shareholders, officers, directors, advisors
or their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial
business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial
business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and
restated memorandum and articles of association require that at least five days’ notice will be given of any general
meeting.


 






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


 


If
we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution.
In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor
of our initial business combination. In addition, the sponsor co-investors will agree to vote all of the founder shares they own
in favor of an initial business combination. As a result, in addition to our initial shareholders’ and sponsor co-investors’
founder shares, we would need 15,525,001, or 37.5% (assuming all issued and outstanding shares are voted), or 2,587,501, or 6.25% (assuming
only the minimum number of shares representing a quorum are voted), of the 41,400,000 public shares sold in our IPO to be voted in favor
of an initial business combination in order to have our initial business combination approved. Additionally, each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.


 


Pursuant
to our amended and restated memorandum and articles of association, if we have not consummated an initial business combination within
the completion window, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number
of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in
the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor and each member of our management team have entered into an 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 they hold
if we fail to consummate an 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). Our amended and restated memorandum and articles of association provide that, if we wind up for any other
reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman
Islands law.


 






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


 


Founder
Shares


 


The
founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary
shares included in the units sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders,
except that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment
of directors and to vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval
of the organizational documents of our company in such other jurisdiction) and holders of a majority of our founder shares may remove
a member of the board of directors for any reason; (b) the founder shares are subject to certain transfer restrictions, as described
in more detail below; (c) our sponsor and each member of our management team have entered into an agreement with us, pursuant to
which they have agreed to (i) waive their redemption rights with respect to their founder shares (ii) to waive their redemption
rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares 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 within the completion window or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares; and (iii) waive their rights
to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an 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); (d) the
founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described
herein; and (e) the founder shares are entitled to registration rights. If we seek shareholder approval, we will complete our initial
business combination only if we obtain the approval of an ordinary resolution. In such case, our sponsor and each member of our management
team have agreed to vote their founder shares and public shares in favor of our initial business combination.


 


The
founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares (which
such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions
from the trust account if we do not consummate an initial business combination) at the time of our initial business combination at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate,
on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion
of our IPO, plus (ii) the total number of Class A ordinary shares 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 Class A ordinary shares or equity-linked securities exercisable for or convertible
into Class A ordinary shares issued, deemed issued, or to be issued, to any seller of an interest in the target to us in the initial
business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon
conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a
rate of less than one-to-one.


 






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Except
as described herein, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares (other than to
permitted transferees) until earlier of (A) one year after the completion of our initial business combination and (B) subsequent
to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which
we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having
the right to exchange their ordinary shares for cash, securities or other property. We refer to such transfer restrictions as the lock-up.
Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and our directors and executive
officers with respect to any founder shares.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors and
to vote to continue our company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational
documents of our company in such other jurisdiction). Holders of our public shares will not be entitled to vote on the appointment of
directors or to vote to continue our company in a jurisdiction outside the Cayman Islands 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 memorandum and articles of association may only be amended by a special
resolution passed by not less than the holders of 90% of our ordinary shares attending and voting at our general meeting. With respect
to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination,
except as required by law, 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. In connection with our initial business combination, we may enter into a shareholders agreement
or other arrangements with the shareholders of the target or other investors to provide for voting or other governance arrangements that
differ from those in effect upon completion of our IPO.


 


Register
of Members


 


Under
Cayman Islands law, we must keep a register of members and there will be entered therein:


 


		●	the
                                            names and addresses of the members, a statement of the shares held by each member, and of
                                            the amount paid or agreed to be considered as paid, on the shares of each member and the
                                            voting rights (and whether such voting rights are conditional);



 


		●	the
                                            date on which the name of any person was entered on the register as a member; and



 


		●	the
                                            date on which any person ceased to be a member.



 






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Under
Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register
of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register
of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register
of members. Upon the closing of our IPO, the register of members was immediately updated to reflect the issue of shares by us. The shareholders
recorded in the register of members were deemed to have legal title to the shares set against their name. However, there are certain
limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members
reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained
by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application
for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares
may be subject to re-examination by a Cayman Islands court.


 


Preference
Shares


 


Our
amended and restated memorandum and articles of association authorize 5,000,000 preference shares and provide that preference shares
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 is able to, without shareholder approval, issue preference shares
with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and
could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
preference shares issued and outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot
assure you that we will not do so in the future. No preference shares were issued or registered in our IPO.


 


Warrants


 


Public
Shareholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing on the later of one year from the closing of our IPO and 30 days after
the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole
warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole
warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.


 






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


 


We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts
to cause the same to become effective within 60 business days following the closing of our initial business combination, and to
maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until
the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary shares are at
the time of any exercise of a public 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 for the registration, under
the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, but we will use our commercially reasonably
efforts to register or qualify for sale the shares under applicable blue sky laws to the extent an exemption is not available. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day
after the closing of the 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, but we will use our commercially reasonably
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 Class A ordinary shares equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value and (B) 0.361 per warrant. The “fair market value” as used in this paragraph shall mean the volume weighted
average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice
of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00


 


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


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


		●	upon
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 ordinary shares 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 therein on the trading day prior to the date
on which we send the notice of redemption to the warrant holders.



 






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We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those
Class A ordinary shares 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.


 


If
we call the warrants for redemption as described above, our management will have 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 shareholders of issuing the maximum number of Class A ordinary shares 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 Class A ordinary shares
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares over the
exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant.


 


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 ordinary shares may fall below the $18.00 redemption trigger
price as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00


 


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


 


		●	in
                                            whole and not in part;



 


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



 


		●	if,
                                            and only if, the closing price of our Class A ordinary shares 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 therein on the trading day prior to the date
                                            on which we send the notice of redemption to the warrant holders.



 






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


 


This
redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary
shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when
the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature
to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold. 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 this annual report. This redemption right provides
us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure
as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption
price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of
the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe
it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As
stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the
exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant
holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem
the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the
warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants
for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.


 


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


 


Redemption
Procedures


 


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


 






    9


     

    

 


Anti-Dilution
Adjustments


 


If
the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares,
or by a split-up of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up
or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such
increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling
holders to purchase Class A ordinary shares at a price less than the “historical fair market value”(as defined below) will
be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights
offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into
or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical
fair market value” means the volume-weighted average price of Class A ordinary shares as reported during the 10 trading day period
ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 


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 ordinary shares on account of such Class A ordinary shares
(or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions
which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during
the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted 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 Class A ordinary shares 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 ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of
Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares 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 within the completion window or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares, 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 Class A ordinary share in respect of such
event.


 


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


 


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


 






    10


     

    

 


In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our initial shareholders or their respective affiliates, without taking into account any founder shares held by our initial shareholders
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination 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 ordinary shares during the 20 trading day period starting on the trading day after 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 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 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 ordinary shares (other than those described above or that solely
affects the par or nominal value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of Class A ordinary shares or other securities or property(including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders
were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such 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 shareholders of the company as provided
for in the company’s amended and restated memorandum and articles of association or as a result of the redemption of Class A ordinary
shares by the company if a proposed initial business combination is presented to the shareholders of the company for approval) under
circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or
associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding
Class A ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the
expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustment(from and after the consummation of such tender or exchange
offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. If less than 70% of the consideration
receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to
be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the
warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise
price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise
period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The 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.


 






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The
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 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 warrants and the warrant agreement set forth in the prospectus for our IPO, or defective provision (ii) amending
the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or(iii)
adding or changing any provisions with respect to matters or questions arising under the 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, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change
that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which was filed as
an exhibit to the registration statement for our IPO, for a complete description of the terms and conditions applicable to the warrants.


 


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


 


No
fractional warrants are issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants, a
holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number
the number of Class A ordinary shares to be issued to the warrant holder.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Item 1A. Risk Factors—General Risk Factors—Our warrant agreement designates the courts of
the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain
types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to
obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but
does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are
the sole and exclusive forum.


 






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Private
Placement Warrants


 


Except
as described below, private placement warrants have terms and provisions identical to the public warrants sold in the IPO. The private
placement warrants (including the Class A ordinary shares 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 pursuant to limited exceptions 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 sponsor or its permitted transferees. Our sponsor, or its 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 sponsor or its 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 IPO. Any amendment to the
terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants requires
a vote of holders of at least 50% of the number of the then outstanding private placement warrants.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “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 ordinary shares for the 10 trading days ending
on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have
agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees
is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
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 shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such
exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from
selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


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 sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may
be required. Up to $2,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00
per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial business combination and subject to the company
having funds lawfully available for distribution under Cayman Islands law. The payment of any cash dividends subsequent to our initial
business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection
with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






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Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We
have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or
omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of
the indemnified person or entity.


 


Certain
Differences in Corporate Law


 


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


 


Mergers
and Similar Arrangements


 


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


 


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


 


Where
the merger or consolidation involves a foreign company, the procedure is similar, save that where the surviving or consolidated company
is the Cayman Islands exempted company, the Cayman Islands Registrar of Companies is required to be satisfied in respect of any constituent
overseas company that: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has
been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted. (v) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona
fide and not intended to defraud unsecured creditors of the foreign company; (vi) that in respect of the transfer of any security
interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been
obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents
of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will
be complied with; (vii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated,
registered or exist under the laws of the relevant foreign jurisdiction; and (viii) that there is no other reason why it would be
against the public interest to permit the merger or consolidation. The requirements set out in sections (i) to (vii) above
shall be met by a director of a Cayman Islands exempted company making a declaration to the effect that, having made due enquiry, they
are of the opinion that such requirements have been met, such declaration to include a statement of the assets and liabilities of the
foreign company made up to the least practicable date before making the declaration.


 






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Where
the above procedures are adopted, Cayman Islands law provides for a right of dissenting shareholders to be paid a payment of the fair
value of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, other than
in relation to a merger between a parent company (i.e., a company that holds issued shares that together represent at least 90% of the
votes at a general meeting of each class in a subsidiary company) and its subsidiary company which does not require a shareholder vote,
that procedure is as follows: (a) the shareholder must give their written objection to the merger or consolidation to the constituent
company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for their
shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger
or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written
objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent
company a written notice of their intention to dissent including, among other details, a demand for payment of the fair value of their
shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days
following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving
company or the consolidated company must make a written offer to each dissenting shareholder to purchase their shares at a price that
the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date
on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to
agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company
(and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition
must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of
their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value
of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value.
Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination
of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters
holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation
system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national
securities exchange or shares of the surviving or consolidated company.


 


Moreover,
Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances,
schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly
referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger
was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures
typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number
of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in
value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at
a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be
sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the
view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


		●	the
company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority
vote have been complied with;



 


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



 






    15


     

    

 


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



 


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



 


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


 


Squeeze-Out
Provisions


 


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


 


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


 


Shareholders’
Suits


 


Walkers
(Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands
court.


 


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


 


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



 






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



 


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



 


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


 


Enforcement
of Civil Liabilities


 


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


 


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


 


Special
Considerations for Exempted Companies


 


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


 


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



 


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



 


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



 


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



 


		●	an
exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 30 years
in the first instance);



 






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



 


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



 


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



 


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


 


Amended
and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association contain provisions designed to provide certain rights and protections relating
to our IPO that will apply to us until the completion of our initial business combination. These provisions cannot be amended without
a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles
of association) of a company’s shareholders entitled to vote in person, or where proxies are allowed, by proxy at a general meeting
for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized
by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Other than
as described above, our amended and restated memorandum and articles of association provide that special resolutions must be approved
either by at least two-thirds of the shares voted at a general meeting of the company (i.e., the lowest threshold permissible
under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
initial shareholders and their respective permitted transferees, if any, who will collectively beneficially own 17.1% of our ordinary
shares upon the closing of our IPO (assuming they did not purchase any units in our IPO), will participate in any vote to amend our amended
and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our
amended and restated memorandum and articles of association provide, among other things, that:


 


		●	If
we have not consummated an initial business combination within the completion window, 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 that were paid by us or are payable
by us, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;



 


		●	Prior
to or in connection with 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 on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination
or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we
have to consummate a business combination beyond the prescribed time frame or (y) amend the foregoing provisions;



 






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		●	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 independent investment banking firm or another independent entity that commonly renders valuation opinions
that such a business combination is fair to our company from a financial point of view;



 


		●	If
a shareholder vote on our initial business combination is not required by applicable law or stock exchange listing requirements and we
do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and
Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business
combination which contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under Regulation 14A of the Exchange Act;



 


		●	So
long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses that
together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred
underwriting discounts held in trust 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 shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares 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 within the completion window or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon
such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number
of the then-outstanding public shares, subject to the limitations described herein; and



 


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



 


In
addition, our amended and restated memorandum and articles of association provide that we will not redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we do not become subject to the SEC’s “penny
stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial
business combination.


 


The
Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval
of a special resolution. A company’s articles of association may specify that the approval of a higher majority is required but,
provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles
of association regardless of whether its memorandum and articles of association provide otherwise.


 






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Accordingly,
although we could amend any of the provisions relating to our structure and business plan which are contained in our amended and restated
memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor
our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders
with the opportunity to redeem their public shares.


 


Anti-Money
Laundering-Cayman Islands


 


In
order to comply with legislation or regulations aimed at the prevention of money laundering, terrorist financing, proliferation financing
and compliance with financial sanctions, we are required to adopt and maintain anti-money laundering procedures, and may require
subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where
permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering, counter-terrorist financing,
prevention of proliferation financing and financial sanctions compliance procedures (including the acquisition of due diligence information)
to a suitable person.


 


We
reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases the directors may
be satisfied that no further information is required where simplified due diligence can be applied under the Anti-Money Laundering
Regulations (2020 Revision) of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending
on the circumstances of each application, a detailed verification of identity might not be required where:


 


a)
the subscriber is a relevant financial business required to comply with the Anti-Money Laundering Regulations (2020 Revision)
or is a majority-owned subsidiary of such a business; or


 


b)
the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and
which is in a country assessed by us as having a low degree of risk of money laundering and terrorist financing in accordance with
the Anti-Money Laundering Regulations (as amended) (each a “Low Risk Country”) or is a
majority-owned subsidiary of such subscriber; or


 


c)
the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands or a Low
Risk Country; or


 


d)
the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose
requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company;
or


 


e)
the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity
referred to in sub-paragraphs (a) to (d); or


 


f)
the application is made through a nominee or introduced by an introducer which falls within one of sub-paragraphs (a) to
(e). In this situation the company may rely on a written assurance from the nominee or the introducer (as applicable) which confirms
(i) (for introducers only) the identity of the applicant for business and its beneficial owners; (ii) that the requisite
identification and verification procedures on the applicant for business or principal (as applicable) and its beneficial owners have
been carried out, under procedures maintained by the nominee or introducer in accordance with applicable laws; (iii) the nature
and intended purpose of the business relationship; (iv) that the nominee or the introducer has identified the source of funds
of the applicant for business or principal (as applicable); (v) (for introducers only) that the introducer is supervised or
monitored by the Cayman Islands Monetary Authority or an overseas regulatory authority and has measures in place to comply with
customer due diligence and record keeping requirements; and (vi) that the nominee or the introducer shall make available on
request and without delay copies of any identification and verification data or information and relevant documents relating to the
principal or applicant for business (as appropriate) and its beneficial owners.


 






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For
the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in
accordance with the Regulations by reference to the Low Risk Country definition above.


 


In
the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse
to accept the application, in which case any funds received will be returned without interest to the account from which they were originally
debited.


 


We
also reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment
to such shareholder might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of
proliferation financing and financial sanctions or other laws or regulations by any person in any relevant jurisdiction, or if such refusal
is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 


If
any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person
is engaged in criminal conduct, is involved with terrorism, terrorist property or proliferation financing or is the target of a financial
sanction and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector
or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the
Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act (2020 Revision) of the Cayman Islands if the
disclosure relates to criminal conduct, money laundering, terrorist financing, proliferation financing or a financial sanctions breach
or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act
(2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such
a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment
or otherwise.


 


Data
Protection-Cayman Islands


 


We
have certain duties under the Data Protection Act, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted
principles of data privacy.


 


Privacy
Notice


 


Introduction


 


This
privacy notice puts our shareholders on notice that through your investment in us you will provide us with certain personal information
which constitutes personal data within the meaning of the DPL (“personal data”). In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 






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Investor
Data


 


We
will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could
be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the
extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which
we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical
and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data
and against the accidental loss, destruction or damage to the personal data.


 


In
our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates
and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors”
for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to
us.


 


We
may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating
to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact
details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence
records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who
this Affects


 


If
you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements
such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in
relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy
Notice to such individuals or otherwise advise them of its content.


 


How
the Company May Use a Shareholder’s Personal Data


 


The
company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:


 


		(a)	where
this is necessary for the performance of our rights and obligations under any purchase agreements;



 


		(b)	where
this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering,
counter-terrorist financing, prevention or proliferation financing, financial sanctions and FATCA/CRS requirements); and/or



 


		(c)	where
this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights
or freedoms.



 


Should
we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will
contact you.


 






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Why
We May Transfer Your Personal Data


 


In
certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with the
relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange
this information with foreign authorities, including tax authorities.


 


We
anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain
entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data
on our behalf.


 


The
Data Protection Measures We Take


 


Any
transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance
with the requirements of the DPL.


 


We
and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage
to, personal data.


 


We
shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms
or those data subjects to whom the relevant personal data relates.


 


Retention
and deletion of your personal data


 


We
will keep your personal data for as long as it is required by us. For example, we may require it for our legitimate business purposes,
to perform our contractual obligations, or where law or regulation obliges us to. We will generally retain your personal data throughout
the lifecycle of the investment you are involved in. Some personal data will be retained after your relationship with us ends.  We
expect to delete your personal data (at the latest) once there is no longer any legal or regulatory requirement or legitimate business
purpose for retaining your personal data.


 


Automated
decision-making


 


We
will not take decisions producing legal effects concerning you, or otherwise significantly affecting you, based solely on automated processing
of your personal data, unless we have considered the proposed processing in a particular case and concluded in writing that it meets
the applicable requirements under the DPL.


 


Your
rights


 


You
have certain data protection rights, including the right to:


 


a)
be informed about the purposes for which your personal data are processed;


 


b)
access your personal data;


 


c)
stop direct marketing;


 


d)
restrict the processing of your personal data;


 


e)
have incomplete or inaccurate personal data corrected;


 


f)
ask us to stop processing your personal data;


 


g)
be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);


 






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h)
complain to the Data Protection Ombudsman (who can be contacted at info@ombudsman.ky); and


 


i)
require us to delete your personal data in some limited circumstances.


 


Please
contact us if you have any questions about this notice or the personal data we hold about you. We can be contacted on (212) 503-2855.


 


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


 


Our
amended and restated memorandum and articles of association provide that our board of directors is 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 general meetings.


 


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


 


Our
amended and restated memorandum and articles of association provides for advance notice procedures with respect to shareholder proposals
and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors
or a committee of our board of directors. In order for any matter to be properly brought before a meeting, a shareholder has to comply
with advance notice requirements and provide us with certain information. Generally, to be timely, a shareholder notice must be received
at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the
immediately preceding annual meeting of shareholders. 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 amended and restated memorandum and articles
of association also specifies requirements as to the form and content of a shareholder’s notice. Our amended and restated memorandum
and articles of association allows the chairman of the meeting at a meeting of the shareholders to adopt rules and regulations for the
conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations
are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies
to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.


 


Securities
Eligible for Future Sale


 


We
have 41,400,000 Class A ordinary shares issued and outstanding on an as-converted basis. All of these shares are freely tradable without
restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the 10,350,000 founder shares and all 20,560,000 private placement warrants
are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject
to transfer restrictions as set forth in the prospectus for our IPO.


 






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Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their
securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before
the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve 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 ordinary shares then-outstanding, which will equal 414,000; or



 


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



 


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


 


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


 


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


 


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



 


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



 


		●	the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
twelve 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 shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant
to Rule 144 without registration one year after we have completed our initial business combination.


 






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Registration
and Shareholder Rights


 


The
holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans
(and any Class A ordinary shares 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 shareholder rights agreement
signed on the date of our IPO. 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. However, the registration and shareholder
rights agreement provides that we will not permit sales of registrable securities to occur pursuant to any registration statement filed
under the Securities Act until termination of the applicable lockup period, which occurs (i) in the case of the founder shares,
as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A
ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.


 


Except
as described herein, our initial shareholders have agreed not to transfer, assign or sell their founder shares (other than to permitted
transferees) until the earlier of (A) one year after the completion of our initial business combination and (B) subsequent
to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which
we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having
the right to exchange their ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the
same restrictions and other agreements of our initial shareholders with respect to any founder shares.


 


In
addition, pursuant to the registration and shareholder rights agreement, our initial shareholders, upon and following consummation of
an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as
our initial shareholders hold any securities covered by the registration and shareholder rights agreement.


 


Listing
of Securities


 


We
have listed our units, Class A ordinary shares and warrants on the NYSE under the symbols “TRAQ.U,” “TRAQ” and
“TRAQ.WS,” respectively. The ordinary shares and warrants constituting the units began separate trading on December 27, 2021.


 


 


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