Exhibit 4.7


 


DESCRIPTION OF SECURITIES


 


We are a Cayman Islands exempted company and
our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the
Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary
shares, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 5,000,000 preference shares,
$0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in our amended
and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important
to you.


 


Units


 


Each unit has an offering price of $10.00 and consists
of one 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 in this prospectus. Pursuant to the
warrant agreements, 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.


 


The Class A ordinary shares and warrants comprising
the units are expected to begin separate trading on the 52 day following the date of this prospectus unless Nomura informs us of
its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence
separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders
will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase
at least two units, you will not be able to receive or trade a whole warrant.


 


In no event will the Class A ordinary shares
and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance
sheet reflecting our receipt of the gross proceeds at the closing of this offering and the sale of the private placement warrants. We
will file a Current Report on Form 8-K which includes this audited balance sheet promptly after the completion of this offering.
If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K,
a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise
of the underwriters’ over-allotment option.


 


Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


Ordinary Shares


 


Prior to the date of this prospectus, there were
6,325,000 Class B ordinary shares issued and outstanding, all of which were held of record by our sponsor, so that our sponsor will
own 20% of our issued and outstanding shares after this offering and the expiration of the underwriters’ option to purchase additional
units (assuming our sponsor does not purchase any units in this offering). Upon the closing of this offering, 22,000,000 of our ordinary
shares will be outstanding (assuming no exercise of the underwriters’ over-allotment option resulting in a forfeiture of 825,000
Class B ordinary shares) including:


 


		●	22,000,000 Class A ordinary shares underlying the
units issued as part of this offering; and



 


		●	6,325,000 Class B ordinary shares held by our sponsor.



 






     


     


    

 


If we increase or decrease the size of this offering,
we will effect a share capitalization or a compulsory redemption or redemption or other appropriate mechanism, as applicable, with respect
to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of
founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering.


 


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, an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of the shareholders who attend and vote at a general meeting of the company, 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, being the affirmative
vote of at least two-thirds of our ordinary shares that are voted, 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. Holders of our public shares will not be entitled to vote on the appointment of directors during
such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove
a member of the board of directors for any reason. 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 two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote
of a simple majority of our Class B ordinary shares.


 


Because our amended and restated memorandum and
articles of association will 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 will be 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 Nasdaq 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 Nasdaq. 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 upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest and other income earned on the funds held in the trust account and not previously
released to us to pay our income 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 is initially anticipated to be $10.15 per public share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the
underwriters. The redemption 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) the completion
of 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 12 months from the closing of this offering (extendable at our sponsor’s
option up to 18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and
Articles of Association”) 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 upon completion of 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 will require these tender offer documents to contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a 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
under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting
of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions
(as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our
public 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 will 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 will 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 under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 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,
and Nomura has agreed to vote its founder shares in favor of our initial business combination. As a result, in addition to our initial
shareholders’ founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option
is not exercised) of the 22,000,000 public shares sold in this offering 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 12 months from the closing of this
offering (extendable at our sponsor’s option up to 18 months, as described adjacent to “Description of Securities —
Our Amended and Restated Memorandum and Articles of Association”), 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 and
other income earned on the funds held in the trust account and not previously released to us to pay our income 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 each case, 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 12 months from the closing of this offering
(extendable at our sponsor’s option up to 18 months, as described adjacent to “Description of Securities—Our Amended
and Restated Memorandum and Articles of Association”) (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 prescribed time
frame). Our amended and restated memorandum and articles of association will 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.


 


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 and other income earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public
shares, upon the completion of our initial business combination, subject to the limitations described herein.


 






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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 being sold in
this offering, 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 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 12 months from the closing of this offering (extendable at our sponsor’s option up to 18 months, as
described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of Association”)
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 12 months from the closing of this offering (extendable at our sponsor’s option up to
18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles of
Association”) (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 prescribed time frame); (d) the founder shares will
automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier at the option of
the holders thereof 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 under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 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, and Nomura has agreed to vote its founder 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 or earlier at the option of the holders thereof 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
this offering, 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 any 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 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 (if any). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less
than one-to-one.


 


Except as described herein, pursuant to a letter
agreement that our sponsor and each member of our management team have entered into with us, our sponsor and each member of our management
team have agreed not to transfer, assign or sell any of their founder shares until earliest 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 sub-divisions, share capitalizations, reorganizations,
recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, or (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 throughout this prospectus 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. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our amended and
restated memorandum and articles of association may only be amended by a special resolution passed by not less than two-thirds of
our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority of our Class B
ordinary shares. 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.


 






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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
of shares of each member;



 


		●	whether voting rights are attached to the share in issue;



 


		●	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.



 


Under Cayman Islands law, the register of members
of the 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 this public offering,
the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated,
the shareholders recorded in the register of members will be 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 will 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 will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors will be able to, without 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 are being issued or registered in this offering.


 


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 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph.
Pursuant to the warrant agreements, 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 for cash or on a cashless basis, 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 post-effective amendment to the registration statement for this offering or a new 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 after 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 agreements; provided that if our Class A ordinary
shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, 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.
If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 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 the case of a
cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares
equal to the l 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) less the exercise price of the warrants by (y) the
fair market value. 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.


 


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.


 






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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 under the heading “— Warrants — Public Shareholders’ Warrants — Anti-Dilution Adjustments”)
for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the
warrant holders.



 


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.


 


We have established the last of the redemption criterion
discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to
exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall
below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants —
Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is
issued.


 


Anti-dilution Adjustments.     If
the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend of Class A ordinary
shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization or share
dividend, subdivision or similar event, then, on the effective date of such share capitalization, subdivision 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 issued and
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 capitalization
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.


 






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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 12 months from the closing of this offering (extendable at our sponsor’s option up
to 18 months, as described adjacent to “Description of Securities — Our Amended and Restated Memorandum and Articles
of Association”) 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 or reclassification of Class A ordinary shares or other similar event, then,
on the effective date of such consolidation, combination, 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.


 


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 sponsor or its affiliates, without taking
into account any founder shares held by our sponsor 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 prior to the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “— Redemption
of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


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 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. 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 30 days following public disclosure of such transaction, the warrant exercise price
will be reduced as specified in the warrant agreements based on the Black-Scholes value (as defined in the Public 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.


 


The warrants will be issued in registered form under
warrant agreements between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreements provide
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 agreements to the description of the terms of the warrants and the warrant
agreements set forth in this prospectus, or defective provision (ii) amending the provisions relating to cash dividends on ordinary
shares as contemplated by and in accordance with the warrant agreements or (iii) adding or changing any provisions with respect to
matters or questions arising under the warrant agreements as the parties to the warrant agreements 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 65% 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 agreements, which will be filed as an exhibit to the registration statement
of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.






 






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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 will be 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 agreements 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
“Risk Factors — Our warrant agreements will designate 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.


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. The private
placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable,
assignable or saleable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions
as described under “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers
and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not
be redeemable by us. Holders of our private placement warrants have the option to exercise the private placement warrants on a cashless
basis. Any amendment to the terms of the private placement warrants or any provision of the warrant agreements with respect to the private
placement warrants will require a vote of holders of at least 65% 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 “exercise fair market value” (defined below) over the exercise price of the
warrants by (y) the exercise fair market value. For these purposes, the “exercise fair market value” shall mean the average
reported closing 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 warrant exercise is sent to the warrant agent. 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 private placement warrants.


 


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 $1,500,000 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. 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. If we increase the size of this offering, we will effect a share
capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the
number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of
this offering. 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.


 


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.


 


 


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