Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant to our Amended and
Restated Memorandum and Articles of Association, we are authorized to issue 555,000,000 ordinary shares, $0.0001 par value each, 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.


 


As of March 30, 2022, Ahren Acquisition
Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (1) our Units; (2) our Public Shares; and (3) our Public Warrants.


The following description of our Units, Public
Shares, and Public Warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference
to our Amended and Restated Memorandum and Articles of Association, each of which are incorporated by reference as an exhibit to the Annual
Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read our Amended and Restated Memorandum and Articles of
Association and the applicable provisions of The Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).


 


Terms not otherwise defined herein shall have
the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Units


 


Public Units


 


Each Unit consists of one Public Share and one-half of
one Public Warrant. Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50
per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only for a whole number
of the Company’s Class A Ordinary Shares. This means only a whole Warrant may be exercised at any given time by a warrant holder.
For example, if a warrant holder holds one-half of one Public Warrant to purchase a Class A Ordinary Share, such Public Warrant
will not be exercisable. If a Public Warrant holder holds two-halves of one Public Warrant, such whole Public Warrant will be exercisable
for one Class A Ordinary Share at a price of $11.50 per share. The Public Shares and Public Warrants comprising the Units commenced
separate trading on February 4, 2022. Holders have the option to continue to hold Units or separate their Units into the component securities.
Holders need to have their brokers contact our transfer agent in order to separate the Units into Public Shares and Public Warrants. No
fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Accordingly, unless
you hold at least two Units, you will not be able to receive or trade a whole Public Warrant.


 


Ordinary Shares


 


As of March 30, 2022, there were 37,499,750
ordinary shares outstanding, consisting of:


 


		●	29,999,800 Class A Ordinary Shares; and



 


		●	7,499,950 Found Shares held by our initial shareholders.



 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A Ordinary Shares and holders of the
Founder Shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as
required by law or stock exchange rule; provided that only holders of the Founder Shares shall have the right to vote on the appointment
and removal of the Company’s directors prior to the Initial Business Combination or continuing the Company in a jurisdiction outside
the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional
documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). Unless specified in our Amended and Restated Memorandum and Articles of Association, or as required by applicable
provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are
voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of the 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 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. 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 elect all of the
directors. However, prior to the closing of our Initial Business Combination, only holders of our Founder Shares will be entitled to vote
on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands. Our shareholders 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 Memorandum and
Articles of Association authorize the issuance of up to 500,000,000 Class A Ordinary Shares, if we were to enter into an Initial
Business Combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A
Ordinary Shares which we are authorized to issue at the same time as our shareholders vote on the Initial Business Combination to the
extent we seek shareholder approval in connection with our Initial Business Combination.


 


In accordance with Nasdaq corporate governance
requirements, we are required to hold an annual general meeting no later than one year after our first fiscal year end following our listing
on Nasdaq. There is no requirement under the Companies Act for us to hold annual or general meetings or appoint directors. We may not
hold an annual general meeting to appoint new directors prior to the consummation of our Initial Business Combination.


 


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 earned on the funds held in the Trust Account and not previously released to us
to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. The amount in the Trust Account is initially anticipated to be $10.20 per Public Share. The per share amount we will distribute
to investors who properly redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their Founder Shares and Public Shares in connection with the completion of our Initial Business Combination. Unlike
some SPAC’s 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 law and we do not decide to hold a shareholder vote for business or other
legal reasons, we will, pursuant to our Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our Initial Business Combination.
Our Amended and Restated Memorandum and Articles of Association require these tender offer documents to contain substantially the same
financial and other information about our 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 law, or we decide to obtain shareholder approval for
business or other reasons, we will, like many SPAC’s, 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 receive 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, if our Initial Business Combination is structured as a statutory merger
or consolidation with another company under Cayman Islands law, the approval of our Initial Business Combination will require a special
resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy
and are voted at a general meeting of the Company. 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 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 an ordinary resolution, non-votes will have no effect on the approval of our Initial Business Combination once a quorum
is obtained. Our Amended and Restated Memorandum and Articles of Association require that at least five days’ notice will be given
of any general meeting.


 






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


 


If we seek shareholder approval in connection
with our Initial Business Combination, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares
then held by them in favor of our Initial Business Combination. As a result, in addition to our initial shareholders’ Founder Shares,
we would need 11,249,926, or 37.5%, of the 29,999,800 Public Shares sold in the Public Offering to be voted in favor of an Initial Business
Combination in order to have our Initial Business Combination approved (assuming the parties to the letter agreement do not acquire any
Public Shares). Our anchor investors purchased 7,725,000 Units in the Public Offering. If such anchor investors vote their Public Shares
in favor of our Initial Business Combination, we would need 3,524,926, or 11.7%, (assuming all issued and outstanding shares are voted),
of the remaining 22,274,800 Public Shares sold in the Public Offering to be voted in favor of our Initial Business Combination in order
to have our Initial Business Combination approved (assuming the parties to the letter agreement do not acquire any Public Shares). However,
because our anchor investors are not obligated to continue owning any Public Shares and are not obligated to vote any Public Shares in
favor of our Initial Business Combination, we cannot assure you that any of these anchor investors will be shareholders at the time our
shareholders vote on our Initial Business Combination, and, if they are shareholders, we cannot assure you as to how such anchor investors
will vote on any Initial Business Combination. Assuming that only the holders of one-third of our issued and outstanding ordinary
shares, representing a quorum under our Amended and Restated Memorandum and Articles of Association, vote their shares at a general meeting
of the Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an Initial Business Combination
to approve an Initial Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general
meeting held to approve the proposed transaction.


 


Pursuant to our Amended and Restated Memorandum
and Articles of Association, if we are unable to complete our Initial Business Combination within the completion window, we will: (i) cease
all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter,
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account (less taxes payable and 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 Shareholders’
rights as shareholders (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 shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide
for claims of creditors and in all cases subject to the other requirements of applicable law. Our Sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
Trust Account with respect to their Founder Shares if we fail to complete our Initial Business Combination within the completion window.


 


However, if our Sponsor or management team hold
or acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares
if we fail to complete our Initial Business Combination within the prescribed time period.


 






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


 


Founder Shares


 


The Founder Shares are designated as Class B
ordinary shares and, except as described herein, are identical to the Public Shares included in the Units sold in the Public Offering,
and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that: (i) the Founder Shares are subject
to certain transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights;
(iii) Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive
their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of our Initial Business
Combination, (B) 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 (1) to modify the substance or timing
of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our Public Shares if we
have not consummated an Initial Business Combination within the completion window or (2) with respect to any other material provisions
relating to shareholders’ rights or pre-Initial Business Combination activity, (C) waive their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares if we fail to complete our Initial Business Combination within the completion
window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold
if we fail to complete our Initial Business Combination within such time period and (D) vote any Founder Shares held by them and
any Public Shares then held by them in favor of our Initial Business Combination; (iv) the Founder Shares are automatically convertible
into Class A Ordinary Shares concurrently with or immediately following the consummation of our Initial Business Combination on a
one-for-one basis, subject to adjustment as described herein and in our Amended and Restated Memorandum and Articles of Association;
and (v) prior to the closing of our Initial Business Combination, only holders of our Founder Shares will be entitled to vote on
the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special
resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each
case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).


 


The Founder Shares will automatically convert
into Class A Ordinary Shares concurrently with or immediately following the consummation of our Initial Business Combination on a
one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the
like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities
are issued or deemed issued in connection with our Initial Business Combination, the number of Class A Ordinary Shares issuable upon
conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after
such conversion (after giving effect to any redemptions of Public Shares by Public Shareholders), including 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,
or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to our Sponsor, officers
or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than
one-for-one basis.


 


With certain limited exceptions, the Founder Shares
are not transferable, assignable or saleable (except to our officers and directors and other persons or entities affiliated with our Sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our Initial
Business Combination or earlier if, subsequent to our Initial Business Combination, the closing price of the Class A Ordinary Shares
equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Initial Business Combination,
and (B) the date following the completion of our Initial Business Combination on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for
cash, securities or other property.


 






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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 the shares of each member;



 


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


 


Preference Shares


 


Our Amended and Restated Memorandum and Articles
of Association authorize 5,000,000 preference shares and provide that preference shares may be issued from time to time in one or more
series. Our board of directors 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 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.


 


Warrants


 


Public Warrants


 


Each whole Public 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, provided that we have an effective registration statement
under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants and a current prospectus
relating to them is available (or we permit holders to exercise their Public Warrants on a cashless basis under the circumstances specified
in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws
of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for
a whole number of Class A Ordinary Shares. This means only a whole Public Warrant may be exercised at a given time by a warrant holder.
No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Accordingly, unless
you hold at least two Units, you will not be able to receive or trade a whole Public 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 Public Warrant and will have no obligation to settle such Public Warrant exercise unless
a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Public Warrants is then
effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No Public Warrant will be exercisable and we will not be obligated to issue a Class A Ordinary Share upon exercise of a Public Warrant
unless the Class A Ordinary Share issuable upon such Public 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 Public Warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will
not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will we be
required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants,
the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the Unit solely for the Public Share
underlying such Unit.


 


We registered the Class A Ordinary Shares
issuable upon exercise of the Public Warrants in the registration statement for our Public Offering because the Public Warrants will become
exercisable 30 days after the completion of our Initial Business Combination, which may be within one year of our Public Offering.
However, because the Warrants will be exercisable until their expiration date of up to five years after the completion of our Initial
Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation
of our Initial Business Combination, under the terms of the warrant agreement, 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 our Public Offering or a new registration statement
covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter
will use our commercially reasonable efforts to cause the same to become effective within 60 business days following our Initial Business
Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until
the expiration of the Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A
Ordinary Shares issuable upon exercise of the Public Warrants is not effective by the sixtieth (60th) business day after
the closing of our Initial Business Combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A
Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy
the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders
of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and
in the event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares under applicable blue
sky laws to the extent an exemption is not available.


 


Redemption of warrants when the price per Class A
ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, we may redeem the outstanding Public Warrants:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per Public Warrant; upon a minimum of
30 days’ prior written notice of redemption (the “30-day redemption period”); 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 “— Redemption Procedures — Anti-dilution Adjustments”)
for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to
the warrant holders.



 






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If and when the Public 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 Public Warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder
will be entitled to exercise his, her or its Public 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 share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like and certain issuances of Class A Ordinary Shares and equity-linked securities) as well as the
$11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants when the price per Class A
ordinary share equals or exceeds $10.00.    Once the Warrants become exercisable, we may redeem the outstanding
Warrants:


 


		●	in whole and not in part;



 


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



 


		●	if, and only if, the closing price of our Class A Ordinary
Shares equals or exceeds $10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a Warrant as described under the heading “— Anti-dilution Adjustments”) for any 20 trading days
within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and



 


		●	if the closing price of the Class A Ordinary Shares
for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice
of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a Warrant as described under the heading “Warrants — Public Warrants —
Anti-dilution Adjustments”), the Private Placement Warrants must also be concurrently called for redemption on the same terms
as the outstanding Public Warrants, as described above.



 


Beginning on the date the notice of redemption
is given and until the Warrants are redeemed or exercised, holders may elect to exercise their Warrants on a cashless basis. The numbers
in the table below represent the number of Class A Ordinary Shares that a warrant holder will receive upon such cashless exercise
in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A
Ordinary Shares on the corresponding redemption date (assuming holders elect to exercise their Warrants and such Warrants are not redeemed
for $0.10 per Warrant), determined for these purposes based on the volume-weighted average price of our Class A Ordinary Shares
during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants, and the
number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.
We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period
described above ends.


 


Pursuant to the warrant agreement, references
above to Class A Ordinary Shares shall include a security other than Class A Ordinary Shares into which the Class A Ordinary
Shares have been converted or for which they have been exchanged in the event we are not the surviving company in our Initial Business
Combination.


 






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The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the exercise price
of a Warrant is adjusted as set forth under the heading “— Redemption Procedures — Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a Warrant is adjusted, the adjusted share prices in the column headings will
equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of
the Warrant after such adjustment and the denominator of which is the price of the Warrant immediately prior to such adjustment. In such
an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of
which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which
is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the exercise price of a Warrant is adjusted, (a) in
the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share prices multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share prices less the decrease in the exercise price
of a warrant pursuant to such exercise price adjustment.


 


		 	Fair Market Value of Class A Ordinary Shares
	Redemption Date (period
    to expiration of warrants)	 	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00
	60 months	 	 	0.261	 	 	0.281	 	 	0.297	 	 	0.311	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361
	57 months	 	 	0.257	 	 	0.277	 	 	0.294	 	 	0.310	 	 	0.324	 	 	0.337	 	 	0.348	 	 	0.358	 	 	0.361
	54 months	 	 	0.252	 	 	0.272	 	 	0.291	 	 	0.307	 	 	0.322	 	 	0.335	 	 	0.347	 	 	0.357	 	 	0.361
	51 months	 	 	0.246	 	 	0.268	 	 	0.287	 	 	0.304	 	 	0.320	 	 	0.333	 	 	0.346	 	 	0.357	 	 	0.361
	48 months	 	 	0.241	 	 	0.263	 	 	0.283	 	 	0.301	 	 	0.317	 	 	0.332	 	 	0.344	 	 	0.356	 	 	0.361
	45 months	 	 	0.235	 	 	0.258	 	 	0.279	 	 	0.298	 	 	0.315	 	 	0.330	 	 	0.343	 	 	0.356	 	 	0.361
	42 months	 	 	0.228	 	 	0.252	 	 	0.274	 	 	0.294	 	 	0.312	 	 	0.328	 	 	0.342	 	 	0.355	 	 	0.361
	39 months	 	 	0.221	 	 	0.246	 	 	0.269	 	 	0.290	 	 	0.309	 	 	0.325	 	 	0.340	 	 	0.354	 	 	0.361
	36 months	 	 	0.213	 	 	0.239	 	 	0.263	 	 	0.285	 	 	0.305	 	 	0.323	 	 	0.339	 	 	0.353	 	 	0.361
	33 months	 	 	0.205	 	 	0.232	 	 	0.257	 	 	0.280	 	 	0.301	 	 	0.320	 	 	0.337	 	 	0.352	 	 	0.361
	30 months	 	 	0.196	 	 	0.224	 	 	0.250	 	 	0.274	 	 	0.297	 	 	0.316	 	 	0.335	 	 	0.351	 	 	0.361
	27 months	 	 	0.185	 	 	0.214	 	 	0.242	 	 	0.268	 	 	0.291	 	 	0.313	 	 	0.332	 	 	0.350	 	 	0.361
	24 months	 	 	0.173	 	 	0.204	 	 	0.233	 	 	0.260	 	 	0.285	 	 	0.308	 	 	0.329	 	 	0.348	 	 	0.361
	21 months	 	 	0.161	 	 	0.193	 	 	0.223	 	 	0.252	 	 	0.279	 	 	0.304	 	 	0.326	 	 	0.347	 	 	0.361
	18 months	 	 	0.146	 	 	0.179	 	 	0.211	 	 	0.242	 	 	0.271	 	 	0.298	 	 	0.322	 	 	0.345	 	 	0.361
	15 months	 	 	0.130	 	 	0.164	 	 	0.197	 	 	0.230	 	 	0.262	 	 	0.291	 	 	0.317	 	 	0.342	 	 	0.361
	12 months	 	 	0.111	 	 	0.146	 	 	0.181	 	 	0.216	 	 	0.250	 	 	0.282	 	 	0.312	 	 	0.339	 	 	0.361
	9 months	 	 	0.090	 	 	0.125	 	 	0.162	 	 	0.199	 	 	0.237	 	 	0.272	 	 	0.305	 	 	0.336	 	 	0.361
	6 months	 	 	0.065	 	 	0.099	 	 	0.137	 	 	0.178	 	 	0.219	 	 	0.259	 	 	0.296	 	 	0.331	 	 	0.361
	3 months	 	 	0.034	 	 	0.065	 	 	0.104	 	 	0.150	 	 	0.197	 	 	0.243	 	 	0.286	 	 	0.326	 	 	0.361
	0 months	 	 	—	 	 	—	 	 	0.042	 	 	0.115	 	 	0.179	 	 	0.233	 	 	0.281	 	 	0.323	 	 	0.361





 






    8


     


    

 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A Ordinary Shares to be issued for each Warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume
weighted average price of our Class A Ordinary Shares during the 10 trading days immediately following the date on which the notice
of redemption is sent to the holders of the Warrants is $11.00 per share, and at such time there are 57 months until the expiration
of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.277 Class A Ordinary
Shares for each whole Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table
above, if the volume-weighted average price of our Class A Ordinary Shares during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the Warrants is $13.50 per share, and at such time there are 38 months
until the expiration of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.298
Class A Ordinary Shares for each whole Warrant. In no event will the Warrants be exercisable on a cashless basis in connection with
this redemption feature for more than 0.361 Class A Ordinary Shares per Warrant (subject to adjustment). Finally, as reflected in
the table above, if the Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection
with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A Ordinary Shares.


 


This redemption feature differs from warrant redemption
features used in some other blank check company offerings, which typically only provide for a redemption of Public Warrants for cash when
the trading price for the Class A Ordinary Shares exceeds $18.00 per share for a specified period of time. This redemption feature
is structured to allow for all of the outstanding Warrants to be redeemed when the Class A Ordinary Shares are trading at or above
$10.00 per Class A Ordinary Share, which may be at a time when the trading price of our Class A Ordinary Shares is below the exercise
price of the Warrants. We have established this redemption feature to provide us with the flexibility to redeem the Warrants without the
Warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of Warrants when the price
per Class A Ordinary Share equals or exceeds $18.00.”


 


Holders choosing to exercise their Warrants in
connection with a redemption pursuant to this feature will, in effect, receive a number of Class A Ordinary Shares for their Warrants
based on an option pricing model with a fixed volatility input as of the date of the prospectus for our Public Offering. This redemption
right provides us with an additional mechanism by which to redeem all of the outstanding Warrants, and therefore have certainty as to
our capital structure as the Warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to
pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly
proceed with a redemption of the Warrants if we determine it is in our best interest to do so. As such, we would redeem the Warrants in
this manner when we believe it is in our best interest to update our capital structure to remove the Warrants and pay the redemption price
to the warrant holders.


 


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


 


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


 


Redemption procedures.    A
holder of a Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder)
of the Class A Ordinary Shares outstanding immediately after giving effect to such exercise.


 






    9


     


    

 


Anti-dilution Adjustments.    If
the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares,
or by a sub-division of ordinary shares or other similar event, then, on the effective date of such share capitalization, sub-division or
similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such
increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders
to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share 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) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the
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) fair market value means
the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 


In addition, if we, at any time while the Warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all the
holders of 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) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A Ordinary Shares in connection with a proposed Initial Business Combination, or (d) in connection with
the redemption of our Public Shares upon our failure to complete our Initial Business Combination, then the Warrant exercise price will
be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any
securities or other assets paid on each Class A Ordinary Share in respect of such event.


 


If the number of outstanding Class A Ordinary
Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A Ordinary Shares
or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, 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 Class A Ordinary Share (with such issue price or effective issue price
to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates,
without taking into account any Founder Shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance)
(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds (including from such issuances and the Public Offering), 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, then
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 prices 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, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption
of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price.


 






    10


     


    

 


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 issued and
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. If less than 70% of the consideration receivable
by the holders of Class A Ordinary Shares in such a transaction is payable in the form of Class A Ordinary Shares in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is
to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified
in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the Warrant. The purpose
of such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during
the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of
the Warrants.


 


The Warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or to correct any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the
terms of the warrants and the warrant agreement set forth in the prospectus for our Public Offering, (ii) adjusting the provisions
relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or
changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants,
provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change
that adversely affects the interests of the registered holders of Public Warrants, and, solely with respect to any amendment to the terms
of the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants. You should review a copy of the warrant agreement,
which will is filed as an exhibit to the Annual Report of which this Exhibit 4.5 is a part, for a complete description of the terms and
conditions applicable to the Warrants.


 


The Warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised. The warrant holders
do not have the rights or privileges of holders of 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.


 


Private Placement Warrants


 


The Private Placement Warrants (including the
Class A Ordinary Shares issuable upon exercise of such Private Placement Warrants) will not be transferable, assignable or saleable
until 30 days after the completion of our Initial Business Combination (except, among other 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 our Sponsor) and they will not be redeemable by us so long as they are held by our Sponsor,
members of our Sponsor or their permitted transferees. The Sponsor or its permitted transferees, have the option to exercise the Private
Placement Warrants on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical
to those of the Public Warrants sold as part of the Units in the Public Offering. If the Private Placement Warrants are held by holders
other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by the holders
on the same basis as the Public Warrants included in the Units sold in the Public Offering.


 


If holders of Private Placement Warrants elect
to exercise them on a cashless basis, except as described above under “Redemption of Warrants when the price per Class A ordinary
share equals or exceeds $10.00”, they would pay the exercise price by surrendering their Private Placement 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 Private Placement Warrants, multiplied by the excess of the “Sponsor fair market value” (defined below)
over the exercise price of the Private Placement Warrants by (y) the Sponsor fair market value. The “Sponsor fair market value”
shall mean the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading
day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these
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 was not known at the time of our Public Offering 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 restrict insiders from selling our securities except during specific periods.


 






    11


     


    

 


Even during such periods of time when insiders
will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.
Accordingly, unlike Public Shareholders who could exercise their Warrants and sell the Class A Ordinary Shares received upon such
exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling
such securities. As a result, we believe that allowing the holders to exercise such Private Placement Warrants on a cashless basis is
appropriate.


 


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 an 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 an Initial Business Combination. The payment of any cash dividends subsequent to an Initial Business Combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may
be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our 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 liability
due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust
Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the
Trust Account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the Trust Account that
it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be
able to be pursued, solely against us and our assets outside the Trust Account and not against the any monies in the Trust Account or
interest earned thereon.


 


Certain Differences in Corporate Law


 


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


 


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


 


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


 


Where the merger or consolidation involves a foreign
company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company
are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of
those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed
and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has
been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 






    12


     


    

 


Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company
is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction
and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 


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


 






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


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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


 


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


 






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


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


 


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



 


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



 


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



 


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



 


		●	an exempted company may obtain an undertaking against the
imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);



 


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



 


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



 


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



 


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


 


Memorandum and Articles of Association


 


The Business Combination Article of our Amended
and Restated Memorandum and Articles of Association contains provisions designed to provide certain rights and protections relating to
our Public Offering that will apply to us until the completion of our Initial Business Combination. These provisions cannot be amended
without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s
shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been
given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our Amended and Restated Memorandum and Articles of Association provide that special resolutions must be approved either
by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written
resolution of all of our shareholders.


 


Our initial shareholders, who collectively beneficially
own 20% of our ordinary shares, will participate in any vote to amend our Amended and Restated Memorandum and Articles of Association
and will have the discretion to vote in any manner they choose. Specifically, our Amended and Restated Memorandum and Articles of Association
provide, among other things, that:


 


		●	If we are unable to complete our Initial Business Combination
within the completion window, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes
payable and 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 Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law;



 






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		●	Prior to our Initial Business Combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on our
Initial Business Combination;



 


		●	Although we do not intend to enter into an Initial Business
Combination with a target business that is affiliated with our Sponsor, our directors or our officers, we are not prohibited from doing
so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm which is a member of FINRA or another independent entity that commonly renders valuation opinions stating that
the consideration to be paid by us in such an Initial Business Combination is fair to our Company from a financial point of view;



 


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



 


		●	If our shareholders approve an amendment to our Amended and
Restated Memorandum and Articles of Association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our Initial Business Combination or to redeem 100% of our Public Shares if we do not complete our Initial Business Combination within
the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Initial Business
Combination activity, we will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary
Shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number
of then outstanding Public Shares, subject to the limitations and on the conditions described herein;



 


		●	We will not effectuate our Initial Business Combination with
another blank check company or a similar company with nominal operations; and



 


		●	Our Amended and Restated Memorandum and Articles of Association
provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive
jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association
or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to (i) any derivative
action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any
of our current or former director, officer or other employee to us or our shareholders, (iii) any action asserting a claim arising
pursuant to any provision of the Companies Act or our Amended and Restated Memorandum and Articles of Association, or (iv) any action
asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States)
and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims
or disputes. Our Amended and Restated Memorandum and Articles of Association also provide that, without prejudice to any other rights
or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach
of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special
damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection
of the courts of the Cayman Islands as exclusive forum. The forum selection provision in our Amended and Restated Memorandum and Articles
of Association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act
or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States,
the sole and exclusive forum for determination of such a claim.



 






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In addition, our Amended and Restated Memorandum
and Articles of Association provide we will not redeem our Public Shares in an amount that would cause our net tangible assets to be less
than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other
indebtedness in connection with our Initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements
we may enter into, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our Public Offering,
structure and business plan which are contained in our Amended and Restated Memorandum and Articles of Association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting Public Shareholders with the opportunity to redeem their Public Shares.


 


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


 


Our Amended and Restated Memorandum and Articles
of Association provide that our board of directors is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.


 


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


 


Registration Rights


 


The holders of the: (i) Founder Shares, which
were issued in a private placement prior to the closing of the Public Offering; (ii) Private Placement Warrants which were issued
in a private placement simultaneously with the closing of the Public Offering and the Class A Ordinary Shares underlying such Private
Placement Warrants and (iii) Private Placement Warrants and the Class A Ordinary Shares underlying such Private Placement Warrants
that may be issued upon conversion of Working Capital Loans will have registration rights to require us to register a sale of any of our
securities held by them and any other securities of the Company acquired by them prior to the consummation of our Initial Business Combination
pursuant to a registration rights agreement signed prior on the effective date of the Public Offering. Pursuant to the registration rights
agreement and assuming $2,000,000 of Working Capital Loans are converted into Private Placement Warrants, we will be obligated to register
up to 24,749,870 Class A Ordinary Shares and 17,249,920 Private Placement Warrants. The number of Class A Ordinary Shares includes:
(i) 7,499,950 Class A Ordinary Shares to be issued upon conversion of the Founder Shares; (ii) 15,249,920 Class A Ordinary Shares
underlying the Private Placement Warrants; and (iii) 2,000,000 Class A Ordinary Shares underlying the Private Placement Warrants
issued upon conversion of Working Capital Loans. The number of Private Placement Warrants includes (i) 15,249,920 Private Placement Warrants;
and (ii) 2,000,000 Private Placement Warrants issued upon the conversion of Working Capital Loans. The holders of these securities are
entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain
“piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial
business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our Units, Public Shares and Public Warrants are
listed on Nasdaq under the symbols “AHRNU”, “AHRN” and “AHRNW,” respectively.


 


 


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