Exhibit
4.2


 


Description
of Securities


 


As
of December 31, 2020, Revolution Acceleration Acquisition Corp (“we,” “our,” “us” or the “company”)
had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”): (i) its units, each consisting of one share of Class A common stock and one-third of one redeemable
warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) redeemable warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price of $11.50. In addition, this Description of Securities also references
the company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or “founder
shares”), and the company’s Class C common stock, par value $0.0001 per share (the Class C common stock” or
“alignment shares”), neither of which are registered pursuant to Section 12 of the Exchange Act but are convertible
into Class A common stock. The descriptions of the Class B common stock and Class C common stock are included to assist in the
description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor” are to
RAAC Management LLC, a Delaware limited liability company, and references to our “initial stockholders” are to our
sponsor and holders of our founder shares and alignment shares,, as they held such shares prior to our initial public offering
(our “IPO”).


 


Pursuant
to our second amended and restated certificate of incorporation, our authorized capital stock will consist of 75,000,000 shares
of Class A common stock, $0.0001 par value each, 10,000,000 shares of Class B common stock, $0.0001 par value each,
15,000,000 share of Class C common stock, $0.0001 par value each, and 1,000,000 shares of undesignated preferred stock, $0.0001
par value each. The following description summarizes the material terms of our capital stock. Because it is only a summary, it
may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one redeemable 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 as described
below. Pursuant to the warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder 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.


 


Holders
will have the option to continue to hold units or separate their units into the component securities. Holders will need to have
their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our
initial business combination. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders and vote together
as a single class, except as required by law; provided, that, prior to our initial business combination, holders of our Class B
common stock and holders of our Class C common stock, voting together as a single class, will have the right to elect all of our
directors and remove members of the board of directors for any reason, and holders of our Class A common stock will not be
entitled to vote on the election of directors during such time. These provisions of our second amended and restated certificate
of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common
stock voting at a stockholder meeting. On any other matter submitted to a vote of our stockholders, holders of our Class A
common stock, holders of our Class B common stock and holders of our Class C common stock will vote together as a single
class, except as required by applicable law or stock exchange rule.


 

Unless
specified in our second amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock
exchange rules, the affirmative vote of holders of a majority of the outstanding shares of our common stock that are voted is
required to approve any such matter voted on by our stockholders, and, prior to our initial business combination, the affirmative
vote of holders of a majority of the outstanding shares of our Class B common stock and Class C common stock, voting together
as a single class, is required to approve the election or removal of directors. Our board of directors will be divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of
the Class B common stock and Class C common stock, voting together as a single class, voted for the election of directors
can elect 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 second amended and restated certificate of incorporation authorize the issuance of up to 75,000,000 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 Nasdaq Stock Market LLC (“Nasdaq”) corporate governance requirements, we are not required to hold
an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of
the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance
with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of
stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance
with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual
meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


We
will provide our 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 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 underwriter. The redemption rights will include the requirement
that a beneficial owner must identify itself in order to validly redeem its shares. Our initial stockholders, directors and officers
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any founder shares, alignment shares and public shares held by them in connection with the completion of our initial business
combination or certain amendments to our second amended and restated certificate of incorporation. Permitted transferees of our
initial stockholders, directors or officers will be subject to the same obligations.


 


Unlike
some blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations
even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other
reasons, we will, pursuant to our second amended and restated certificate of incorporation, conduct the redemptions pursuant to
the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our second amended and restated certificate of incorporation require these tender offer documents to contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under the
SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange
listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the
outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist
of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of
the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the participation
of our sponsor, directors, officers, advisors or any of their respective affiliates in privately-negotiated transactions, if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our issued and
outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum
is obtained. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely
that we will consummate our initial business combination.


 






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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 second amended and restated certificate of incorporation provide
that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares of common stock sold in our IPO, which we refer to as the
“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 the business combination.
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 initial stockholders have agreed (and their
permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares,
alignment shares and public shares held by them in favor of our initial business combination. Our directors and officers have
also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if
any. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective
of whether they vote for or against the proposed transaction.


 


Pursuant
to our second amended and restated certificate of incorporation, if we have not completed our initial business combination within
24 months from the closing of our IPO or during any extended period that we have to consummate an initial business combination
as a result of stockholder approval to amend our second amended and restated certificate of incorporation (“Extension Period”),
we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), 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 liquidating
distributions, if any), and (3) 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 each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders 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 and alignment shares if we fail to complete our initial business combination within
24 months from the closing of our IPO or during any Extension Period. However, if our initial stockholders, directors 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.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders at such time
will be 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 common stock. Our stockholders have no preemptive
or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide
our stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable), upon the completion of
our initial business combination, subject to the limitations described herein.


 






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Founder
Shares and Alignment Shares


 


The
founder shares and alignment shares are designated as shares of Class B common stock and Class C common stock, respectively,
and are identical to the shares of Class A common stock included in the units sold in our IPO, and holders of founder shares
and alignment shares have the same stockholder rights as public stockholders, except that: (1) prior to our initial business
combination, only holders of our Class B common stock and holders of our Class C common stock, voting together as a single
class, have the right to vote on the election of directors and holders of a majority of our outstanding shares of Class B
common stock and Class C common stock, voting together as a single class, may remove a member of the board of directors for any
reason; (2) the founder shares and alignment shares are subject to certain transfer restrictions contained in a letter agreement
that our initial stockholders, directors and officers have entered into with us, as described in more detail below; (3) pursuant
to such letter agreement, our initial stockholders, directors and officers have agreed to waive: (i) their redemption rights
with respect to any founder shares, alignment shares and public shares held by them, as applicable, in connection with the completion
of our initial business combination; (ii) their redemption rights with respect to any founder shares, alignment shares and
public shares held by them in connection with a stockholder vote to amend our second amended and restated certificate of incorporation
(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 24 months from the closing
of our IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares and
alignment shares they hold if we fail to complete our initial business combination within 24 months from the closing of our IPO
or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4)
the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business
combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail
below; (5) the alignment shares will automatically convert into shares of our Class A common stock at the earlier of (i) a time
after the completion of our initial business combination in which the sale price of shares of our Class A common stock equals
or exceeds $15.25 if occurring before the third anniversary of our initial business combination, $23.00 if occurring before the
sixth anniversary of our initial business combination or $35.00 if occurring before the ninth anniversary of our initial business
combination, and (ii) subsequent to the completion of our initial business combination, the date on which we complete a merger,
stock exchange, reorganization or other similar transaction that results in both a change of control and all of our public stockholders
having the right to exchange their shares of Class A common stock for cash, securities or other property, in each case, on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; (6) the alignment shares
will be returned to us for cancellation in the event that they have not converted into shares of our Class A common stock nine
years after our initial business combination; and (7) the founder shares and alignment shares are entitled to registration
rights directors and officers. If we submit our initial business combination to our public stockholders for a vote, our initial
stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into
with us, to vote any founder shares, alignment shares and public shares held by them purchased during or after our IPO in favor
of our initial business combination.


 


The
shares of Class B common stock will automatically convert into Class A common stock at the time of our initial business
combination on a one-for-one basis, subject to adjustment as provided herein. The shares of our Class C common stock will automatically
convert into shares of Class A common stock at the earlier of (I) our meeting of certain stock price performance thresholds following
the completion of our initial business combination, and (ii) subsequent to the completion of our initial business combination,
the date on which we complete a merger, stock exchange, reorganization or other similar transaction that results in both a change
of control and all of our public stockholders having the right to exchange their shares of Class A common stock for cash, securities
or other property, in each case, on a one-for-one basis, subject to 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 excess of the amounts issued
in our IPO and related to the closing of our initial business combination, except if such is the result of the conversion of shares
of our Class B common stock or Class C common stock, the ratio at which the shares of Class B common stock and Class C common
stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and
outstanding shares of Class B common stock and Class C common stock, as applicable in each case, agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock and Class C common stock will equal, in the aggregate, on an as-converted
basis, 10% and 15%, respectively, of the sum of all common stock issued and outstanding upon the completion of our IPO plus all
shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business
combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination.


 






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Pursuant
to a letter agreement that our initial stockholders, directors and officers have entered into with us, with certain limited exceptions,
(1) the founder shares are not transferable, assignable or salable (except to our directors and officers 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; and (B) subsequent to our initial business combination (x) if
the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing
at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property, and (2) the alignment shares are not
transferable, assignable or salable (except to our directors and officers 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) their conversion into shares of our
Class A common stock; and (B) subsequent to our initial business combination, the date on which we complete a merger, stock exchange,
reorganization or other similar transaction that results in both a change of control and all of our public stockholders having
the right to exchange their shares of Class A common stock for cash, securities or other property.


 


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 30 days after the completion of our initial
business combination and 12 months from the closing of our IPO, except as described below. Pursuant to the warrant agreement,
a warrant holder 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 warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or
trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any 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 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 thereto is
current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration
is available, including in connection with a cashless exercise permitted as a result of a notice of redemption described below
under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.” No
warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, or an exemption is available. 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 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 15 business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance,
under the Securities Act, of the Class A common stock issuable upon exercise of the warrants, and we will use our commercially
reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared
effective by the 60th business day following the closing of the initial business combination, holders of the warrants
will have the right, during the period beginning on the 61st business day after the closing of the initial business
combination and ending upon such registration statement being declared effective by the SEC, and during any other period when
the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A common
stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.”


 






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Notwithstanding
the above, if our shares of Class A common stock are, at the time of any exercise of a warrant, not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, but 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. In such event, each holder would pay the
exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) 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 “fair market value” (defined below) less the exercise price of the warrants by (y) the
fair market value and (B) 0.361. The “fair market value” as used in the preceding sentence shall mean the volume weighted
average price of the shares of Class A common stock for the ten trading days ending on the trading day prior to the date
on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the
warrants become exercisable, we may redeem the warrants (except as described herein with respect to the private placement warrants):


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


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



 


		●	if,
and only if, the last reported sale price of our Class A common stock 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 (which we refer
to as the “Reference Value”) 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 “— Redeemable Warrants —
Public Stockholders’ Warrants — Anti-dilution Adjustments”).



 


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 criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Class A 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
“— Redeemable Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments”)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 






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


 


		●	in
whole and not in part;



 


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



 


		●	if,
and only if, the Reference Value (as defined above under “Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00”) equals or exceeds $10.00 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 “— Redeemable Warrants —
Public Stockholders’ Warrants — Anti-dilution Adjustments”); and



 


		●	if
the Reference Value 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 “— Redeemable Warrants — Public Stockholders’
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.



 


During
the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless
basis. The numbers in the table below represent the number of shares of Class A common stock 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 common stock 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 volume weighted
average price of our Class A common stock during the ten 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 ten-trading day period described above ends.


 


Pursuant
to the warrant agreement, references above to Class A common stock shall include a security other than Class A common
stock into which the Class A common stock have been converted or exchanged for in the event we are not the surviving company
in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares
of Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial
business combination.


 


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 “—
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 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. The number of shares in
the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a
warrant. 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 price 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 price less the decrease
in the exercise price of a warrant pursuant to such exercise price adjustment.


 






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        Redemption Date

 (period to expiration
of warrants)
	 	Fair Market Value of Class A Common Stock	 
	 	≤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	 



 












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 shares of Class A
common stock 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 common stock during
the ten 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 shares of Class A common stock 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 common stock during the ten 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 shares of
Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption
feature for more than 0.361 shares of Class A common stock 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 shares of Class A
common stock.


 


This
redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically
only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the
Class A common stock 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 shares of Class A common stock are trading at or above $10.00
per share, which may be at a time when the trading price of our Class A common stock 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 share
of Class A common stock 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 shares for their warrants based on an option pricing
model with a fixed volatility input as of the date of the prospectus related to our IPO. 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.


 






    8


     


    

 


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


 


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 the number of shares of Class A
common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than
the shares of 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 a security other than the shares of Class A common stock, the Company (or surviving company) will use its commercially
reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.


 


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


 


Anti-dilution
Adjustments. If the number of issued and outstanding shares of Class A common stock is increased
by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or
other similar event, then, on the effective date of such stock dividend, split-up 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 issued and outstanding
shares of Class A common stock. A rights offering made to all or substantially all holders of Class A 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 dividend of a number of shares of Class A common stock equal to the product of (1) 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) and (2) one
minus the quotient of (x) the price per share of Class A common stock paid in such rights offering and (y) the
historical fair market value. For these purposes, (1) 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 (2) “historical
fair market value” means the volume weighted average price of Class A common stock during the ten-trading day period
ending on the trading day prior to the first date on which the shares of 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 to all or substantially all of the holders
of Class A common stock a dividend or make a distribution in cash, securities or other assets to the holders of Class A
common stock on account of such shares of 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 does not exceed $0.50 (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A 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 second amended and restated certificate of incorporation (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 24 months from the closing of our
IPO or (B) with respect to any other provision 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 shares of Class A common
stock in respect of such event.


 






    9


     


    

 


If
the number of issued and outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse
stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of
such consolidation, combination, reverse stock split, 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 issued and 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 sponsor or its affiliates, without taking into account
any founder shares or alignment shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial
business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock
during the 20-trading day period starting on the trading day prior to the day on which we consummate our initial business combination
(such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to
the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 and $10.00 per
share redemption trigger prices described above under “— Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00” and “— Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively,
of the higher of the Market Value and the Newly Issued Price.


 


In
case of any reclassification or reorganization of the issued and outstanding shares of Class A common stock (other than those
described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger
or consolidation of us with or into another corporation (other than a merger or consolidation in which we are the continuing corporation
and that does not result in any reclassification or reorganization of our issued and outstanding shares of 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 shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares, stock or other equity 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 merger or consolidation, 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 merger
or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted
by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held
by stockholders of the company as provided for in the company’s second amended and restated certificate of incorporation
or as a result of the redemption of shares of Class A common stock by the company if a proposed initial business combination
is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or
exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding 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 30 days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration
minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.


 






    10


     


    

 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The warrant agreement provides that (a) the terms of the warrants may be amended without the consent
of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of
the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related
to our IPO, or defective provision or (ii) 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 and (b) all other modifications or amendments
require the vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect to any amendment
to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement
warrants, at least 65% of the then outstanding private placement warrants. You should review a copy of the warrant agreement for
a complete description of the terms and conditions applicable to the warrants.


 


The
warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their
warrants and receive shares of Class A common stock. After the issuance of shares 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.


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


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


 


Our
Transfer Agent and Warrant Agent


 


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


 






    11


     


    

 


Our
Second Amended and Restated Certificate of Incorporation


 


Our
second amended and restated certificate of incorporation contain certain requirements and restrictions relating to our IPO that
will apply to us until the completion of our initial business combination. These provisions (other than amendments relating to
provisions governing the election or removal of directors prior to our initial business combination, which require the approval
of a majority of at least 90% of the outstanding shares of our common stock voting in a stockholder meeting) cannot be amended
without the approval of the holders of at least 65% of our outstanding common stock. Our initial stockholders may participate
in any vote to amend our second amended and restated certificate of incorporation and will have the discretion to vote in any
manner they choose. Unless specified in our second amended and restated certificate of incorporation or bylaws, or as required
by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that
are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial business combination,
the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock and Class C common stock,
voting together as a single class, is required to approve the election or removal of directors. Specifically, our second amended
and restated certificate of incorporation provide, among other things, that:


 


		●	if
we have not completed our initial business combination within 24 months from the closing of our IPO or during any Extension Period,
we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not
more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), 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 liquidating distributions, if any); and (3) 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 each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;



 


		●	prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (1) receive funds from the trust account or (2) vote pursuant to our second amended and restated certificate of incorporation
on any initial business combination;



 


		●	although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions, that such a business combination is fair to our company from a financial point of view;



 


		●	if
a 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 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;



 


		●	as
long as our securities are listed on Nasdaq, our initial business combination must be with one or more operating businesses or
assets with a fair market value equal to at least 80% of the assets held in trust (excluding any deferred underwriter’s
fees and taxes payable on the income earned on the trust account);



 


		●	if
our stockholders approve an amendment to our second amended and restated certificate of incorporation (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 24 months from the closing of our IPO or (B) with respect
to any other provision 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 shares of 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; and



 


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



 






    12


     


    

 


In
addition, our second amended and restated certificate of incorporation provide that under no circumstances will we redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.


 


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


 


We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our IPO. 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 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
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Our
second amended and restated certificate of incorporation will provide that prior to our initial business combination, holders
of our Class B common stock and holders of our Class C common stock, voting together as a single class, will have the right
to elect all of our directors and may remove members of our board of directors for any reason.


 






    13


     


    

 


Exclusive
Forum for Certain Lawsuits


 


Our
second amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and
exclusive forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a
claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders,
or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director,
officer or employee of our company arising pursuant to any provision of the DGCL or our second amended and restated certificate
of incorporation or our bylaws, or (4) action asserting a claim against us or any director, officer or employee of our company
governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to
which the Court of Chancery 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) or (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery.
Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty
created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws, for which the federal district
courts of the United States of America shall be the sole and exclusive forum. 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, the provision
may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. Furthermore, the
enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal
proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


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, if any.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws will provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates for election
as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.
In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance
notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received
at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date
of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking
inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws will also specify requirements
as to the form and content of a stockholder’s notice. Our bylaws will allow the chairman of the meeting at a meeting of
the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct
of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage
a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise
attempting to influence or obtain control of u


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on Nasdaq under the symbols “RAACU,” “RAAC” and
“RAACW,” respectively.


 




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