Exhibit
4.5


 


VESPER
HEALTHCARE ACQUISITION CORP. 


 


The
following summary describes the Class A common stock, par value $0.0001 per share (“Common Stock”) of Vesper Healthcare
Acquisition Corp. (the “Company,” “we,” “us,” and “our”), the redeemable public
warrants (“Public Warrants”), and the units, each consisting of one share of Class A common stock and one-third of
one Public Warrant (“Units”), which are the only securities of the Company registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


The
following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference
to, our amended and restated certificate of incorporation (our “certificate of incorporation”) and our by-laws (our
“by-laws”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this
Exhibit 4.5 is a part.


 


Class
A Common Stock 


 


The
Company is authorized to issue 200,000,000 shares of our Class A common stock with a par value of $0.0001 per share. Holders of
the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2020, there were 57,500,000
shares of common stock issued and outstanding, including:


 


		●	46,000,000
shares of Class A common stock underlying the units sold in our initial public offering; and



 


		●	11,500,000
shares of Class B common stock held by our initial shareholders.



 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Prior to our initial business
combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public
shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of
an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for
any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of holders
of at least 90% of the shares of our common stock, voting as a single class, with each share entitling the holder to one vote.
With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business
combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a
single class, with each share entitling the holder to one vote. Unless specified in our amended and restated certificate of incorporation,
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. 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 elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of our 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 our 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 Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than 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.


 



     


     


    

 





Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen
by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the consummation
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account calculated as of two business days prior to the consummation of our initial business combination, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to
$100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the
limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting fees we
will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself
in order to validly redeem its shares. Our sponsor and each member of our management team 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 (i) the consummation of our initial business combination and (ii) a stockholder vote to approve an
amendment to our amended and restated certificate of incorporation that would affect 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
completed an initial business combination by October 2, 2022. Unlike many blank check companies that hold stockholder votes and
conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC
and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate
of incorporation require these tender offer documents to contain substantially the same financial and other information about
our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons,
we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination
only if a majority of the 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 (as described in this
prospectus), 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 our outstanding common stock, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained.


 


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 amended and restated certificate of incorporation provides that a
public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to Excess Shares. 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, pursuant to the terms of a letter agreement
entered into with us, our sponsor and each member of our management team have agreed to vote their founder shares and any public
shares purchased during or after our initial public offering, in favor of our initial business combination. Additionally, each
public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.


 






    2


     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we have not completed an initial business combination by October
2, 2022, 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 subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law;
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, 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 sponsor and members of our management team have entered
into letter agreements 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 do not complete an initial business combination by October 2, 2022. However,
if our sponsor or members of our management team acquire public shares in or after our initial public offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we do not 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 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 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 earned on the funds held in the trust account and not previously released to us to pay
our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding
public shares, upon the consummation of our initial business combination, subject to the limitations described herein.


 


Dividends


 


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


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our 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 consummation of our initial business combination, provided in each case that we have an effective
registration statement under the Securities Act covering the shares of the 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 warrant
holder may exercise its warrants only for a whole number of shares of our 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 consummation of our initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






    3


     


    

 


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 with respect to the shares of our 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, or a valid exemption from registration is available. No warrant
will be exercisable and we will not be obligated to issue a share of our Class A common stock upon exercise of a warrant
unless the share of our 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 our
Class A common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than twenty business days after the consummation of our initial
business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the shares of our Class A common stock issuable upon exercise of the warrants. We will use our
commercially reasonable 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 or redemption of the warrants in accordance with the provisions
of the warrant agreement. If a registration statement covering the issuance of the shares of our Class A common stock issuable
upon exercise of the warrants is not effective by the 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. In addition, if our 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 our 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 elect to do so, we will not be required to file or maintain in effect a registration statement, but 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. In
such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of our Class A
common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of
our Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean
the volume weighted average price of the shares of our Class A common stock for the 10 trading days ending on the trading
day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption
of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00


 


Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private
placement warrants):


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


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



 


		●	if,
and only if, the last reported sale price of the shares of our Class A common stock for any 20 trading days within a 30-trading day
period ending three business days before we send to 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 stock splits, stock dividends, reorganizations,
recapitalizations and the like).



 


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. However, we will not redeem the warrants unless
an effective registration statement under the Securities Act covering the shares of our Class A common stock issuable upon
exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available
throughout the 30-day redemption period.


 






    4


     


    

 


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. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant
holder to pay the exercise price for each warrant being exercised. However, the price of the shares of our Class A common
stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption
of Warrants When the Price per Share of Our 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);



 


		●	if,
and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Share of Our Class A
Common Stock Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like); and



 


		●	if
the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described
above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described
above.



 


The
numbers in the table below represent the number of shares of our Class A common stock that a warrant holder will receive
upon 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 based on volume-weighted average price of our Class A common
stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants,
each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business
day after the 10-trading day period described above ends.


 


Pursuant
to the warrant agreement, references above to shares of our Class A common stock shall include a security other than shares
of our Class A common stock into which the shares of our 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 our 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
stock 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 the 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
stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the exercise price of the warrant after such adjustment and the denominator of which is the price of
the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted
by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a
warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of
a warrant as so adjusted. If the exercise price of the warrant is adjusted, as a result of raising capital in connection with
our initial business combination, the adjusted stock prices in the column headings will by 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.


 






    5


     


    

 


	Redemption
    Date

(period to expiration of warrants)	 	Fair
    Market Value of Our 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 our
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 as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to
the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of our 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 as reported during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share,
and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this
redemption feature, exercise their warrants for 0.298 shares of our 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 our Class A
common stock per warrant (subject to adjustment).


 


This
redemption feature differs from the typical warrant redemption features used in many 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
shares of our 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 our Class A common stock are trading at or
above $10.00 per share, which may be at a time when the trading price of the shares of 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 Our 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 this prospectus. 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.


 






    6


     


    

 


As
stated above, we can redeem the warrants when the shares of our 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 our 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 Class A common stock than
they would have received if they had chosen to wait to exercise their warrants for Class A common stock if and when such
Class A common stock were trading at a price higher than the exercise price of $11.50.


 


No
fractional shares of our 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 our 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 our 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 our 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 4.9% or 9.8% (as specified by the holder) of the shares of our Class A common stock issued and outstanding immediately
after giving effect to such exercise.2


 


Anti-dilution Adjustments.
If the number of outstanding shares of our Class A common stock is increased by a stock capitalization or stock dividend
payable in shares of our Class A common stock, or by a split-up of common stock or other similar event, then, on
the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of
our 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 Class A
common stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock
dividend of a number of shares of our Class A common stock equal to the product of (i) the number of shares of our
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 Class A common stock) and (ii) one minus the quotient
of (x) the price per share of our Class A common stock paid in such rights offering and (y) the historical
fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for
shares of our 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 our
Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on
which the shares of our 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 the holders of shares of our 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
shares of our 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 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 shares of our Class A common stock issuable on exercise
of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50 per share, (c) to satisfy the redemption rights of the holders of our Class A common stock in connection with
a proposed initial business combination, (d) to satisfy the redemption rights of the holders of our Class A common stock
in connection with a stockholder vote to amend our 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 by October 2, 2022 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 share of our Class A common stock in respect of such event.


 






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


 


Whenever
the number of shares of our 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 our 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 our Class A common stock so purchasable immediately thereafter.


 


In
addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising
purposes in connection with the consummation of our initial business combination at an issue price or effective issue price of
less than $9.20 per share of our 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 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 Class A common
stock during the 20 trading day period starting on the trading day prior to the day on which we complete 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, and the $10.00
and $18.00 per share redemption trigger prices described adjacent to “Redemption of Warrants When the Price per Share of
Our Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Our
Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180%
of the higher of the Market Value and the Newly Issued Price, respectively.


 


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 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 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 our 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. If less than 70% of the consideration receivable
by the holders of our Class A common stock in such a transaction is payable in the form of our 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 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.


 






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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 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.
You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this
prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.


 


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 our
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 shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number, the number of shares
of our Class A common stock to be issued to the warrant holder.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one whole 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 our Class A common stock at a price of $11.50
per share, subject to adjustment as described in this report. 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 that only a whole warrant may be exercised
at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


Listing


 


The
units, shares of Class A common stock and warrants are listed on Nasdaq. Shares of Class A common stock and warrants comprising
the units began separate trading on November 20, 2020. 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.


 


Our
units are listed on the Nasdaq Capital Market, or the Nasdaq, under the ticker symbol “VSPRU”. Shares of Class A common
stock and warrants comprising the units began separate trading on November 20, 2020, under the symbols “VSPR” and
“VSPRW,” respectively.


 


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 shareholders, 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.


 



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