Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


The following description
summarizes certain terms of the securities of Kingswood Acquisition Corp. (the “Company”, “our” or “we”)
as set out more particularly in our second Charter (“Charter”). Pursuant to our second Charter which was adopted prior
to the consummation of our initial public offering, the Company is authorized to issue (i) 110,000,000 shares of common stock,
par value $0.0001 per share (“Common Stock”), including 100,000,000 shares of Class A common stock, par value $0.0001
per share (“Class A Common Stock”) and 10,000,000 shares of Class B common stock, par value $0.0001 per share (“Class
B Common Stock”), and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”).
The following description summarizes certain terms of our shares as set out more particularly in our Charter. Because it is only
a summary, it may not contain all the information that is important to you.


 


Units


 


Public Units


 


Each unit consists
of one share of Class A Common Stock and three-fourths of one warrant. Each whole warrant entitles the holder thereof to purchase
one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement governing
the warrants, a warrantholder may exercise its warrants only for a whole number of the Company’s shares of Class A Common
Stock. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


The shares of Class
A Common Stock and warrants comprising the units began separate trading on the New York Stock
Exchange on February 17, 2021. Unit holders 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 Common
Stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly,
unless a unit holder holds a multiple of four units, the number of warrants issuable to such unitholder upon separation of the
units will be rounded down to the nearest whole number of warrants.


 


The units that have
not already been separated will automatically separate into their component parts in connection with the completion of our initial
business combination and will no longer be listed thereafter.


 


Underwriter Units


 


In lieu of 0.9% of
the gross proceeds of our initial public offering, the Company agreed to issue to Oppenheimer & Co. Inc., and/or its designees,
104,000 units upon the consummation of our initial public offering. The underwriter units are identical to the units in sold in
our initial public offering, except that, so long as they are held by Oppenheimer & Co. Inc. or its permitted transferees,
the warrants underlying the underwriter units (i) will not be redeemable by us, (ii) may not (including the Class A Common Stock
issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis,
and (iv) will be entitled to registration rights. In addition, Oppenheimer & Co. Inc. has agreed (x) to waive its redemption
rights with respect to the shares underlying the units in connection with the completion of our initial business combination and
(y) to waive its rights to liquidating distributions from the trust account (“Trust Account”) with respect to such
shares if we fail to consummate our initial business combination within 18 months from the closing of our initial public offering.


 


Oppenheimer & Co.
Inc. and/or its designees have entered into a registration rights agreement with us giving them demand and “piggy-back”
rights for periods of five and seven years, respectively, from the effective date of the registration statement relating to our
initial public offering with respect to the registration under the Securities Act of the securities directly and indirectly issuable
upon exercise of the underwriters’ over-allotment option. We will bear all fees and expenses attendant to registering the
securities, other than underwriting commissions which will be paid for by the holders themselves. We will have no obligation to
net cash settle the exercise of the warrants underlying the units.


 






     


     


    

 


Common Stock


 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A Common Stock and
holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders except
as required by law. Unless specified in our Charter, or as required by applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of Common Stock that are voted is required to approve any such matter voted
on by our stockholders. Approval of certain actions will require the affirmative vote of a majority of at least two-thirds of the
stockholders who attend and vote at a stockholder meeting of the company, and pursuant to our Charter; such actions include amending
our Charter 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 stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our Charter
authorizes the issuance of up to 100,000,000 shares of Class A Common Stock, if we were to enter into a business combination, we
may (depending on the terms of such a business combination) be required to increase the number of shares of Class A Common Stock
which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder
approval in connection with our initial business combination.


 


In accordance with
the NYSE corporate governance requirements, we are not required to hold an annual meeting of stockholders until one year after
our first fiscal year end following our listing on the NYSE.


 


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


 


Upon the closing of
our initial public offering and private placement of warrants occurring simultaneously therewith, a total of $117,848,550 was deposited
into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee (the “Trust
Account”). We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares
upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial business combination,
including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public
shares, subject to the limitations and on the conditions described herein. 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 any beneficial owner on whose behalf a redemption right is being exercised
must identify itself in order to validly redeem its shares. 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 many special purpose acquisition companies that hold
stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by
law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons,
we will, pursuant to our Charter, 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 Charter requires 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, stockholder approval of the transaction is required by law, or we
decide to obtain stockholder approval for business or other reasons, we will, like many special purpose acquisition companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of Common
Stock voted are voted in favor of our initial business combination. 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 stockholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of the majority of the outstanding shares of Common Stock, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. Our Charter requires that at least five days’
notice will be given of any stockholder meeting.


 






     


     


    

 


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


 


If we seek stockholder
approval in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder
shares and any public shares purchased by them (including in open-market and privately negotiated transactions) in favor of our
initial business combination. As a result, in the event that only the minimum number of shares representing a quorum is present
at a stockholders’ meeting held to vote on our initial business combination (and assuming the underwriters’ over-allotment
option is not exercised), in addition to our initial stockholders’ founder shares, we would need 744,751, or 6.47%, of the
11,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to
have our initial business combination approved. Additionally, each public stockholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction or whether they were a public stockholder on the record date for the
annual meeting held to approve the proposed transaction.


 


Pursuant to our Charter,
if we are unable to consummate our initial business combination within 18 months from the closing of our initial public offering,
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 (which interest shall be net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (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 stockholders
and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Delaware
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 consummate our initial business combination
within 18 months from the closing of our initial public offering. However, if our sponsor or management team acquired public shares
in or acquire public shares after our initial public offering, 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.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the shares of Common Stock. Our stockholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the shares of Common Stock, except that we will provide our public stockholders 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 (which interest shall be net of taxes payable), divided by the number of then issued and 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 Common Stock and, except as described below, are identical to the shares of Class A Common Stock included
in the units being sold in our initial public offering, and holders of founder shares have the same stockholder rights as public
stockholders, except that (i) the founder shares 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 stockholder vote to approve an amendment to our Charter
(w) 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 our initial business combination within 18 months from the closing
of our initial public offering or (x) with respect to any other provisions relating to stockholders’ rights or pre-initial
business combination activity, (y) waive their rights to liquidating distributions from the trust account with respect to their
founder shares if we fail to consummate our initial business combination within 18 months from the closing of our initial public
offering, 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 (z) vote any founder shares held
by them and any public shares purchased during or after our initial public offering (including in open-market and privately negotiated
transactions) in favor of our initial business combination, and (iv) the founder shares are automatically convertible into shares
of Class A Common Stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to
adjustment as described herein and in our Charter.


 


The founder shares
will automatically convert into shares of Class A Common Stock at the time of 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 shares of Class A Common Stock
or equity-linked securities are issued or deemed issued in, connection with our initial business combination, the number of shares
of Class A Common Stock issuable upon conversion of all founder shares will equal in the aggregate, approximately 20% of the total
number of shares of Class A Common Stock outstanding after such conversion (after giving effect to any redemptions of shares of
Class A Common Stock by public stockholders), including the total number of shares of Class A Common Stock 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 shares of Class A Common Stock or equity-linked
securities exercisable for or convertible into shares of Class A Common Stock 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 salable (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 shares of Class A Common Stock 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
stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.


 






     


     


    

 


Preferred Stock


 


Our Charter authorizes
1,000,000 shares of Preferred Stock and provide that shares of Preferred Stock may be issued from time to time in one or more series.
Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each
series. Our board of directors will be able to, without stockholder approval, issue shares of Preferred Stock with voting and other
rights that could adversely affect the voting power and other rights of the holders of Common Stock and could have anti-takeover
effects. The ability of our board of directors to issue shares of Preferred Stock without stockholder approval could have the effect
of delaying, deferring or preventing a change of control of us or the removal of existing management. We had no Preferred Stock
outstanding as of December 31, 2020.


 


Warrants


 


Public Stockholders’
Warrants


 


Each whole warrant
entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of one year from the closing of our initial public offering and 30 days
after the completion of our initial business combination, provided, in each case, that we have an effective registration statement
under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus
relating to them is available (or we permit holders to exercise their 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 warrantholder may exercise its warrants only
for a whole number of shares of Class A Common Stock. This means only a whole warrant may be exercised at a given time by a warrantholder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless our
unit holders hold a multiple of four units, the number of warrants issuable to such holders upon separation of the units will be
rounded down to the nearest whole number of warrants. 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.


 


We will not be obligated
to deliver any shares of Class A Common Stock 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 shares of Class A Common Stock 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. No warrant will be exercisable and we will not be obligated to issue a share of Class A Common
Stock upon exercise of a warrant unless the share of Class A Common Stock 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 share
of Class A Common Stock underlying such unit.


 


We have agreed that
as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the
Class A Common Stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of
Class A Common Stock issuable upon exercise of the 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 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 Common
Stock is 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, and in the event
we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available.


 






     


     


    

 


Redemption of Warrants


 


Once the warrants become
exercisable, we may call the warrants for redemption (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 (the “30-day redemption
period”) to each warrant holder; and



 


		·	if, and only if, the closing price of the Class A Common Stock 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 “— Anti-Dilution Adjustments”) 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.



 


We will not redeem
the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of
Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares
of Class A Common Stock 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 criteria discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price
of the Class A Common Stock may fall below the $18.00 redemption trigger price (as 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”)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


No fractional shares
of Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest
in a share, we will round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder. If, at
the time of exercise, the warrants are exercisable for a security other than Class A Common Stock 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 securities other than Class A Common Stock, the surviving company
will use its commercially reasonable efforts to register under the Securities Act the securities issuable upon the exercise of
the warrants within 15 business days of the closing of an initial business combination.


 


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% (or such other amount as specified
by the holder) of the Class A Common Stock outstanding immediately after giving effect to such exercise.


 






     


     


    

 


Anti-Dilution Adjustments


 


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


 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to holders of Class A Common Stock on account of such Class A Common Stock (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 Common Stock during the 365-day period ending
on the date of declaration of such dividend or distribution (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 Common Stock
issuable on exercise of each warrant), do not exceed $0.50 (being 5% of the offering price of the units sold in our initial public
offering), (c) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a proposed initial business
combination, (d) to satisfy the redemption rights of the holders of Class A Common Stock in connection with a stockholder vote
to amend our Charter (i) 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 consummate our initial business combination within 18
months from the closing of this our initial public offering or (ii) with respect to any other provisions relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
share of Class A Common Stock in respect of such event.


 


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


 


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


 


In addition, if (x)
we issue additional shares of Class A Common Stock 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 share of Class
A Common Stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in
the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held
by our initial stockholders 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 shares of Class A Common Stock during the 10-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”) of our shares of Class A Common Stock 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, and the
$18.00 per share redemption trigger price described under “Redemption of Warrants” 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 Common Stock (other than those described above or that solely affects the par value
of such Class A Common Stock), 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 Common Stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the Class A Common Stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of Class A Common Stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for
which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share
by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption
offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by us in connection
with redemption rights held by stockholders as provided for in our Charter or as a result of the redemption of Class A Common Stock
by us if a proposed initial business combination is presented to our stockholders for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule
13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class
A Common Stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to
the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A Common Stock held by such
holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of
such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Class A Common Stock in such a transaction is payable in the
form of Class A Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if
the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the 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 to cure any
ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders. Holders should review a copy
of the warrant agreement, which was filed as an exhibit to the registration statement relating to our initial public offering,
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 Common Stock and any voting
rights until they exercise their warrants and receive Class A Common Stock. After the issuance of Class A Common Stock upon exercise
of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 






     


     


    

 


Private Placement
Warrants


 


Simultaneously with
the closing of our initial public offering, the Company completed the private sale of an aggregate of 6,481,550 warrants to sponsor
and one of the Company’s directors at a purchase price of $1.00 per private placement warrant. pursuant to the Private Placement
Warrants Purchase Agreement. 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 our initial public offering. The private placement warrants (including
the Class A Common Stock issuable upon exercise of such warrants) is not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except, among other limited exceptions, 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. 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 in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units being sold in our initial public offering.


 


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 shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A Common Stock underlying the warrants, multiplied by the excess of the “sponsor exercise fair market
value” (defined below) over the exercise price of the warrants by (y) the sponsor exercise fair market value. The “sponsor
exercise fair market value” will mean the average reported closing price of the Class A Common Stock for the 10 trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason
that we agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor or its permitted
transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If
they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We have
policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares
of Class A Common Stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the
insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise
such warrants on a cashless basis is appropriate.


 


In order to fund working
capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an
affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
Up to $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


 


The payment of cash
dividends on our Common Stock will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.


 






     


     


    

 


Our Transfer Agent
and Warrant Agent


 


The transfer agent
for our Common Stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify
Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders,
directors, officers and employees against all 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.


 


Our Charter


 


Our Charter contains
provisions designed to provide certain requirements and restrictions relating our initial public offering that will apply to us
until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders
of 65% of our Common Stock.


 


Our initial stockholders,
who collectively beneficially own 20% of our Common Stock upon the closing of our initial public offering, will participate in
any vote to amend our Charter and will have the discretion to vote in any manner they choose. Specifically, our Charter provides,
among other things, that:


 


		·	If we are unable to consummate our initial business combination within 18 months from the closing
of our initial public offering, 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 (which interest shall be net of taxes payable
and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii)
to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of
applicable law;



 


		·	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 as a class with our public shares on our initial business
combination;



 


		·	We are not prohibited from to entering into a business combination with a target business that
is affiliated with our sponsor, our directors or our officers. In the event that we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation
or appraisal firm that such a business combination is fair to the Company from a financial point of view;



 


		·	If a stockholder vote on our initial business combination is not required by law and we do not
decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule
13e-4 and Regulation 14E under 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 under the Exchange Act;



 


		·	We must complete one or more business combinations having an aggregate fair market value of at
least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income
earned on the trust account) at the time of the agreement to enter into the initial business combination;



 






     


     


    

 


		·	If our stockholders approve an amendment to our Charter (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 consummate our initial business combination within 18 months from the closing of our initial public offering or (B) with
respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide
our public stockholders with the opportunity to redeem all or a portion of their Class A Common Stock upon such approval at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest
shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations
and on the conditions described herein; and



 


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



 


In
addition, our Charter provides that we will not redeem our public shares in an amount that would cause our net tangible assets
to be less than $5,000,001. However, we may 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 following consummation of our initial public offering, in order to, among other reasons,
satisfy such net tangible assets requirement.


 


Certain Anti-Takeover
Provisions of Delaware Law and our Charter


 


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


 


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



 


		·	an affiliate of an interested stockholder; or



 


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



 


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


 


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



 


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



 


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



 


Our Charter provides
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 meetings of stockholders.


 


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


 






     


     


    

 


Exclusive forum
for certain lawsuits


 


Our Charter requires,
unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on
our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to
us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to
any provision of the DGCL or our Charter or bylaws, or (iv) any action asserting a claim against us, our directors, officers or
employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except
any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any
action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware
shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed
to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.


 


Notwithstanding the
foregoing, our Charter provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder.


 


Special meeting
of stockholders


 


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


 


Advance notice
requirements for stockholder proposals and director nominations


 


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


 


Action by written
consent


 


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


 






     


     


    

 


Classified Board
of Directors


 


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


 


Class B Common
Stock Consent Right


 


For so long as any
shares of Class B Common Stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority
of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision
of our Charter, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the
powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock. Any action required
or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the
outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares of Class B Common Stock were present and voted.


 


Securities Eligible
for Future Sale


 


We have 14,479,000
if the underwriters’ over-allotment option is exercised in full) shares of Common Stock outstanding. Of these shares, 11,500,000
shares of Class A Common Stock will be freely tradable without restriction or further registration under the Securities Act, except
for any Class A Common Stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All 2,875,000
of the outstanding founder shares, all 104,000 of the underwriter shares, all 6,481,550 of the outstanding private placement warrants
and all of the underwriter units are restricted securities under Rule 144, in that they were issued in private transactions not
involving a public offering.


 


Rule 144


 


Pursuant to Rule 144,
a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities
provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such
shorter period as we were required to file reports) preceding the sale.


 


Persons who have beneficially
owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the
three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within
any three-month period only a number of securities that does not exceed the greater of:


 


		·	1% of the total number of shares of Common Stock then outstanding; or



 


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



 


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


 






     


     


    

 


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


 


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


 


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



 


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



 


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



 


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



 


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


 


Registration Rights


 


The holders of the
(i) founder shares issued in a private placement prior to the closing of our initial public offering, (ii) private placement warrants,
which will be issued in a private placement simultaneously with the closing of our initial public offering and the shares of Class
A Common Stock underlying such private placement warrants and (iii) 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 pursuant
to a registration rights agreement to be signed prior in connection with the consummation of our initial public offering. Pursuant
to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $300,000 of
working capital loans are converted into private placement warrants, we will be obligated to register up to 9,838,550 shares of
Class A Common Stock and 6,859,500 warrants. The number of shares of Class A Common Stock includes (i) 2,500,000 shares of Class
A Common Stock to be issued upon conversion of the founder shares, (ii) 6,481,550 shares of Class A Common Stock underlying the
private placement warrants (iii) 104,000 shares of Class A Common Stock underlying the underwriter units, and (iv) 300,000 shares
of Class A Common Stock underlying the private placement warrants issued upon conversion of working capital loans. The number of
warrants includes 6,481,550 private placement warrants and 78,000 warrants underlying the underwriter units. 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 are listed
on the New York Stock Exchange under the symbol “KWAC.U”. Our Class A Common Stock and warrants are listed on the New
York Stock Exchange under the symbols “KWAC” and “KWAC WS,” respectively.