Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value, and 1,000,000 shares
of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our securities. Because
it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consisted of one share of common stock
and one redeemable warrant. Each warrant entitles the holder thereof to purchase three quarters of one share of our common stock at a
price of $11.50 per share, subject to adjustment as set forth in the Warrant Agreement. The common stock and warrants comprising the units
commenced separate trading on April 4, 2022, and the units ceased separate trading on such date.


 


Common Stock


 


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Unless specified in our amended and restated certificate of
incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote
of a majority of our common stock that are voted is required to approve any such matter voted on by our stockholders.


 


Our board of directors is divided into two classes,
each of which will generally serve for a term of one year with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors (prior to consummation of our initial business combination). Our stockholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated certificate of
incorporation authorize the issuance of up to 100,000,000 shares of common stock, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are
authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in
connection with our business combination.


 


In accordance with the NYSE American corporate
governance requirements, we are not required to hold an annual meeting until one year after our first full fiscal year end following our
listing on the NYSE American. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders
for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a
meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination,
and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders
want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold
one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public
share. Our sponsor and its permitted transferees each has entered into a letter agreement with us, pursuant to which each has agreed to
waive its redemption rights with respect to all shares of our common stock then owned by it in connection with the completion of our business
combination. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial
business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote
for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or
other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum
for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing
a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the
participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could
result in the approval of our business combination even if a majority of our public stockholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will
have no effect on the approval of our business combination once a quorum is obtained. We intend to give approximately 30 days (but
not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be
taken to approve our business combination. These quorum and voting thresholds, and the voting agreement of our sponsor, may make it more
likely that we will consummate our initial business combination.


 




     


     


    

 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Exchange Act), will be restricted from redeeming its shares with respect to an aggregate of 10% or more of the shares of common stock
sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our business combination, and such stockholders could
suffer a material loss on their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not
receive redemption distributions with respect to the Excess Shares if we complete the business combination, and, as a result, such stockholders
will continue to hold that number of shares equal to or exceeding 10%. In order to dispose such shares, such stockholders would be required
to sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our business combination, our sponsor has agreed to vote all shares of our common stock having voting rights that it then owns in
favor of our initial business combination. In addition, in the event that our board of directors amends our bylaws to reduce the number
of shares required to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our
initial business combination to have such transaction approved.


 


Each public stockholder may elect to redeem its
public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitations described in the preceding
paragraph). Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our business combination within
12 months (or within 18 months if we extend the period of time to consummate a business combination) from February 10, 2022,
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, subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of
taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and its permitted
transferees each has entered into a letter agreement with us, pursuant to which each has agreed to waive its rights to liquidating distributions
from the trust account with respect to its founder shares and, solely with respect to the sponsor, the private placement shares, if we
fail to complete our business combination within 12 months (or within 18 months if we extend the period of time to consummate
a business combination) from February 10, 2022. However, if our sponsor or permitted transferees acquire public shares, it will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination
within the prescribed time frame.


 




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In the event of a liquidation, dissolution or
winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over
the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to
the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their
pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes
payable) upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


On December 24, 2020, we issued an aggregate
of 2,875,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.01 per share, to our sponsor. On February 4,
2022, our sponsor forfeited 373,750 founder shares and as a result, there are currently 2,501,250 founder shares issued and outstanding.


 


Our sponsor and its permitted transferees each
has agreed to not transfer any of its ownership interest in the founder shares (except to certain permitted transferees, as described
below) until the earlier of (i) 180 days following the completion of our initial business combination or earlier if, subsequent to
our initial business combination, the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 90 days after our initial business combination and (ii) the date on which we complete a liquidation, merger, stock exchange
or other similar transaction after our initial business combination that results in all of our public stockholders having the right to
exchange their shares of common stock for cash, securities or other property.


 


Notwithstanding the restriction on transfers of
the founder shares, such shares may be transferred (i) to our officers or directors, any affiliates or family members of any of our
officers or directors, any members of our sponsor or any affiliates or family members of members of our sponsor, or any affiliates of
our sponsor (or their employees), (ii) in the case of an individual, by gift to a member of one of the individual’s immediate
family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person
or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of
the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or
transfers made in connection with the consummation of a business combination at prices no greater than the price at which the shares were
originally purchased, (vi) if a holder is an entity, as a distribution to its partners, shareholders, officers or members upon its
liquidation, or (vii) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution
of our sponsor; provided, however, that in each case, the permitted transferees must enter into a written agreement agreeing to be bound
by these transfer restrictions to the extent and for the duration that such terms remain in effect at the time of the transfer and by
the same agreements entered into by our sponsor with respect to the founder shares (including provisions relating to voting, the trust
account and liquidation distributions).


 


Other than the transfer restrictions described
above, the founder shares are identical to the shares of common stock included in the units sold in our initial public offering, and holders
of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares have registration rights
and (ii) our sponsor and its permitted transferees each has entered into a letter agreement with us, pursuant to which each has agreed
to waive (x) its redemption rights with respect to the founder shares (and all other shares of our common stock then owned by it)
in connection with the completion of our initial business combination and (y) its rights to liquidating distributions from the trust
account with respect to its founder shares (and with respect to our sponsor, the private placement shares) if we fail to complete our
initial business combination within 12 months (or within 18 months if we extend the period of time to consummate a business
combination) from February 10, 2022 (although it will be entitled to liquidating distributions from the trust account with respect to
any public shares they hold if we fail to complete our business combination within the prescribed time frame).


 


Preferred Stock


 


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


 




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Warrants


 


Each warrant entitles the registered holder to
purchase three quarters of one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing 30 days after the completion of our initial business combination. However, no warrants will be exercisable for cash unless
we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and
a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the
shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another
exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each
holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.
The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for
the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion
of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


The private warrants, as well as any warrants
we issue to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to us,
are identical to the warrants offered in the units sold in our initial public offering.


 


We may call the warrants for redemption, in whole
and not in part, at a price of $0.01 per warrant:


 


		●	at any time after the warrants become exercisable,



 


		●	upon not less than 30 days’ prior written notice of
redemption to each warrant holder,



 


		●	if, and only if, the reported last sale price of the shares
of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations),
for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the
third business day prior to the notice of redemption to warrant holders; and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the shares of common stock underlying such warrants.



 


The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.


 


The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then- prevailing share price and the warrant exercise price so that if the share price declines
as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


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 such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to
the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair
market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days
ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


 




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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 (i) to cure any ambiguity or correct any mistake, including
to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth
in our initial public offering prospectus, or to cure, correct or supplement any defective provision, or (ii) to add or change any other
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 interests of the registered holders of the warrants. The warrant agreement
requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to
make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of shares of common
stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be
adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 


In addition, if (x) we issue additional shares
of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined
in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates,
without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20
per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the
Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the
nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or
official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges
of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After
the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of
record on all matters to be voted on by stockholders.


 


Warrant holders may elect to be subject to a restriction
on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding.


 


No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round up to the nearest whole number the number of shares of common stock 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, including under the Securities
Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act,
any other 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 Units (And Constituent Securities)


 


The private placement units were identical to
the units sold in our initial public offering except that (i) the private placement units (and their constituent securities) cannot
be transferred (except to certain permitted transferees) until 30 days after the completion of our initial business combination and (ii) the
private placement units (and their constituent securities) will be entitled to registration rights. If the private placement warrants
included in the private placement units are held by holders other than our sponsor or any of its permitted transferees, such warrants
will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units sold in our initial public
offering. The private units separated into common stock and warrants on April 4, 2022 and no private placement units are outstanding.


 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of common
stock equal to the quotient obtained by dividing (i) the product of the number of shares of common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (ii) the
fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10
trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.


 


The reason that we have agreed that the private
placement warrants will be exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees is because
it is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will
be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.
Accordingly, unlike public stockholders who could sell the shares of common stock issuable upon exercise of their warrants freely in the
open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from doing so. As a result, we
believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to meet our working capital needs, if
the funds available to us are insufficient, our sponsor or its affiliates may, but are not obligated to, loan or advance to us funds,
as may be required. If we complete our initial business combination, we would repay or reimburse, as applicable, such loaned or advanced
amounts out of the proceeds of the trust account released to us. In the event that the initial business combination does not close, we
may use a portion of the working capital held outside the trust account to repay or reimburse, as applicable, such loaned or advanced
amounts, but no other proceeds from our trust account would be used for such repayment or reimbursement. To the extent that our sponsor
or its affiliates extend any such loan, the terms of such loan may allow the conversion of a fixed portion of such loan into units at
the option of the lender. Any such units would be identical to the private placement units issued to our sponsor. The terms of such loans
or advances by our sponsor or its affiliates, if any, have not been determined and no written agreements exist with respect to such loans
or advances.


 


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. 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.


 


Dividends


 


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


 




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Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees
against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its
activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Provisions Relating to our Initial Public
Offering


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to our initial public offering that will apply to us until the completion of our
initial business combination. Specifically, our amended and restated certificate of incorporation will provide, among other things, that:


 


		●	if we are unable to complete our initial business combination
within 12 months (or within 18 months if we extend the period of time to consummate a business combination) from February 10,
2022, 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, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net
of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;



 


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



 


		●	so long as we obtain and maintain a listing for our securities
on the NYSE American, our initial business combination must be with one or more target businesses that together have an aggregate fair
market value equal to at least 80% of the value of the assets held in the trust account (excluding taxes payable on the interest earned
on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination; and



 


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



 


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


 


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


 


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


 


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



 


		●	an affiliate of an interested stockholder; or



 


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



 




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


 


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



 


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



 


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



 


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


 


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


 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers,
other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in
the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter
jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have
notice of and consented to the forum provisions in our amended and restated certificate of incorporation. This choice of forum provision
may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation
to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.


 


Our amended and restated certificate of incorporation
provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an
alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this
provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22
of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.


 




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Special Meeting of Stockholders


 


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


 


Advance Notice Requirements for Stockholder
Proposals and Director Nominations


 


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


 


Action by Written Consent


 


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


 


Classified Board of Directors


 


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


 


 


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