EXHIBIT 4.5


 


MONTES ARCHIMEDES ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following
summary of the material terms of the securities of Montes Archimedes Acquisition Corp. is not intended to be a complete summary
of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated Certificate
of Incorporation and our By-Laws by reference as exhibits to the company’s Annual Report on Form 10-K for the year ended
December 31, 2020 (the “Report”), and applicable Delaware law. We urge you to read our amended and restated Certificate
of Incorporation and the By-Laws of the Company in their entirety for a complete description of the rights and preferences of our
securities.


 


Certain Terms


 


Unless otherwise stated in this exhibit
or the context otherwise requires, references to:


 


	·	“amended and restated Certificate of Incorporation” are to the amended and restated
Certificate of Incorporation of the company, adopted and filed on October 6, 2020;






	·	“common stock” are to our Class A common stock and our Class B common stock;






	·	“equity-linked securities” are to any debt or equity securities that are convertible,
exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial Business Combination
including but not limited to a Private Placement of equity or debt;






	·	“Founder Shares” are to shares of our Class B common stock held by our Sponsor
and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B
common stock at the time of our initial Business Combination (for the avoidance of doubt, such shares of our Class A common
stock will not be “Public Shares”);






	·	“Initial Public Offering” are to the initial public offering the Company completed
on October 9, 2020.






	·	“initial stockholders” are to holders of our Founder Shares immediately prior to our
Initial Public Offering;






	·	“management” or our “management team” are to our executive officers and
directors;






	·	“Private Placement warrants” are to the warrants to be issued to our Sponsor in a Private
Placement simultaneously with the closing of our Initial Public Offering and upon conversion of working capital loans, if any;






	·	“Public Shares” are to shares of our Class A common stock sold as part of the
units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);






	·	“Public Stockholders” are to the holders of our Public Shares, including our Sponsor
and management team to the extent our Sponsor and/or members of our management team purchase Public Shares, provided that our Sponsor’s
and each member of our management team’s status as a “Public Stockholder” will only exist with respect to such
Public Shares;






	·	“Sponsor” are to Patient Square Capital LLC, and references to the experience of our
Sponsor include the experience of investment professionals of our Sponsor; and






	·	“we,” “us,” “company” or “our company” are to Montes
Archimedes Acquisition Corp., a Delaware corporation.



 


We are a Delaware
corporation and our affairs are governed by our amended and restated Certificate of Incorporation and the Delaware General Corporation
Law (“DGCL”). Pursuant to our amended and restated certificate of incorporation we are authorized to issue 400,000,000
shares of our Class A common stock and 40,000,000 shares of our Class B common stock, as well as 1,000,000 shares of
preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more
particularly in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the
information that is important to you.


 






     


     


    

 


	Units	



 


Each unit has
an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one 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 discussed below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of the shares of the Company's Class A common stock. This means only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.


 


The Class A
common stock and warrants comprising the units began trading on November 27, 2020. Holders have the option to continue to
hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer
agent in order to separate the units into Class A common stock and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


Common
Stock


 


Prior to the closing
of our Initial Public Offering, there were 11,500,000 shares of our Class B common stock issued and outstanding, all of which
were held of record by our initial stockholders, so that our sponsor would own 20% of our issued and outstanding shares after our
Initial Public Offering. Upon the closing of our Initial Public Offering, 51,339,779 of our shares of common stock are be outstanding
(assuming no exercise of the underwriters' over-allotment option) including:


 


		•	41,071,823 Class A common stock issued as part of
our Initial Public Offering; and






		•	10,267,956 shares of our Class B common stock held
by our initial stockholders.



 


Stockholders of
record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A
common stock and holders of our Class B common stock will vote together as a single class on all matters submitted to a vote
of our stockholders except as required by law. Unless specified in our 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.
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.


 


Because our amended
and restated certificate of incorporation authorizes the issuance of up to 400,000,000 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 will be 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.


 






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Our board of directors
is divided into three classes with only one class of directors being elected in each year and each class (except for those directors
appointed prior to our first annual meeting of stockholders) serving a three-year term. 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 annual meetings of stockholders for the purpose of electing directors in accordance with our amended and restated 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 completion 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 completion
of an 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
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 completion 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 commissions 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
completion 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
within 24 months from the closing of our Initial Public Offering. 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
U.S. Securities and Exchange Commission (“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 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 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 the final
prospectus related to our Initial Public Offering), 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
seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our Initial Public Offering,
without our prior consent, which we refer to as the “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.


 






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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, directors 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. As a result, in addition to our initial
stockholders' Founder Shares, we would need 15,401,934, or 37.50%, of the 41,071,823 Public Shares sold in our Initial Public Offering
to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all
issued and outstanding shares are voted). The other members of our management team have entered into a letter agreement similar
to the one entered into by our sponsor with respect to any Public Shares acquired by them in or after our Initial Public Offering.
Additionally, each public stockholder may elect to redeem its Public Shares irrespective of whether they vote for or against the
proposed transaction.


 


Pursuant to our
amended and restated certificate of incorporation, if we have not completed an initial business combination within 24 months
from the closing of our Initial Public Offering, we will (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but no more than ten business days thereafter 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 within 24 months
from the closing of our Initial Public Offering. 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 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 completion
of our initial business combination, subject to the limitations described herein.


 






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Founder
Shares


 


The Founder Shares
are designated as Class B common stock and, except as described below, are identical to the shares of our Class A common
stock included in the units that were sold in our Initial Public Offering, and holders of Founder Shares have the same stockholder
rights as Public Stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described
in more detail below, (ii) our sponsor, officers and directors have entered into letter agreements with us, pursuant to which
they have agreed (A) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection
with the completion of our initial business combination, (B) to waive their redemption rights with respect to their Founder
Shares and Public Shares in connection with a stockholder vote to approve an amendment to our 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 within 24 months
from the closing of our Initial Public Offering or with respect to any other provisions relating to stockholders' rights or pre-initial
business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect
to its Founder Shares if we do not complete an initial business combination within 24 months from the closing of our Initial
Public Offering, although it will be entitled to liquidating distributions from the trust account with respect to any Public Shares
it holds if we do not complete our initial business combination within such time period, (iii) the Founder Shares will automatically
convert into Class A common stock at the time of our initial business combination as described herein and in our amended and
restated certificate of incorporation, and (iv) prior to the completion of our initial business combination, only our Founder
Shares will have the right to vote on the election of our directors. If we submit our initial business combination to our Public
Stockholders for a vote, our sponsor, our directors 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.


 


The Founder Shares
will automatically convert into shares of our Class A common stock on the first business day following the completion of our
initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion
of all Founder Shares will equal, on an as-converted basis, 20% of the sum of (i) the total number of shares of our Class A
common stock issued and outstanding upon completion of our Initial Public Offering, plus (ii) the total number of shares of
our Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or
rights issued or deemed issued, by the Company in connection with or in relation to the completion of the initial business combination,
excluding any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of
our Class A common stock issued, or to be issued, to any seller in the initial business combination and any Private Placement
warrants issued to our sponsor upon conversion of working capital loans. In no event will the shares of our Class B common
stock convert into shares of our Class A common stock at a rate of less than one to one.


 


Except as described
herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares
until (a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation,
merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders
having the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted
transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any Founder Shares. We
refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported
sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, the converted Class A common stock will be released from the
lock-up.


 


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 a majority
of at least 90% of our Class B common stock voting in an annual meeting. 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.


 






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Preferred
Stock


 


Our amended and
restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock
may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any,
designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations
and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder approval,
issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of
the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of
preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no shares of preferred stock issued and outstanding at the date hereof. Although
we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.
No shares of preferred stock were issued or registered in our Initial Public Offering.


 


	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 completion of our initial business combination, provided in each case that we have an effective registration
statement under the Securities Act covering the shares of 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 two units, you will not be able to receive or trade a whole warrant.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation.


 


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 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 closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A 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 Class A common stock issuable upon exercise of the warrants is not effective by the
60th business day after the closing of the initial business combination, warrant holders may, until such time as there is
an effective registration statement and during any period when we will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption. 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.


 






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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 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.


 


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 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.


 






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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 provide our warrant holders with the final fair market value no later than one business day after
the 10-trading day period described above ends.


 


Pursuant to the
warrant agreement, references above to Class A 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
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 is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. 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 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.


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






 






    8 


     


    

 




		The	exact fair market value and redemption date may not
be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of 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 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 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 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 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 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 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.


 


As stated above,
we can redeem the warrants when the Class A common stock are trading at a price starting at $10.00, which is below the exercise
price of $11.50, because it provides 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 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
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
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.


 






    9 


     


    

 



 


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


 


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 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 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 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 within 24 months from the closing of our Initial Public Offering 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.


 


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.


 






    	 	 10	 



     


    

 


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 closing 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 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 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 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.


 


The warrants are
issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us.


 


The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any
ambiguity or 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 this prospectus, or defective provision (ii) amending the provisions
relating to cash dividends on common stock as contemplated by and in accordance with the warrant agreement or (iii) adding
or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant
agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders
of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required
to make any change that adversely affects the interests of the registered holders of public warrants. You should review a copy
of the warrant agreement for a complete description of the terms and conditions applicable to the warrants.


 






    	 	 11	 



     


    

 


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.


 


Private
Placement Warrants


 


The Private Placement
warrants (including the Class A common stock issuable upon exercise of the Private Placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions)
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as otherwise
set forth herein). Our sponsor, or its permitted transferees, have the option to exercise the Private Placement warrants on a cashless
basis. Except as described below, the Private Placement warrants have terms and provisions that are identical to those of the warrants
sold as part of the units in our Initial Public Offering. If the Private Placement warrants are held by holders other than our
sponsor or its permitted transferees, the Private Placement warrants will be redeemable by us in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units being sold in our Initial Public Offering.


 


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


 


In order to fund
working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor
or an affiliate of our sponsor or certain of our officers and directors may loan us funds as may be required, although they are
under no obligation to advance funds or invest in us. Up to $1,500,000 of such loans may be convertible into warrants of the post
business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the
Private Placement warrants.


 






    	 	 12	 



     


    

 


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


 


Our
Transfer Agent and Warrant Agent


 


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


 


Amended
and Restated Certificate of incorporation


 


Our amended and
restated certificate of incorporation contains provisions designed to provide certain requirements and restrictions relating to
our Initial Public Offering that will apply to us until the completion of our initial business combination. These provisions cannot
be amended without the approval of the holders of 60% of our common stock. Our sponsor and its permitted transferees, if any, who
collectively beneficially own 20% of our common stock, will participate in any vote to amend our amended and restated certificate
of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate
of incorporation provides, among other things, that:


 


•          If
we have not completed an initial business combination within 24 months from the closing of our Initial Public Offering, we
will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest 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); 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;


 


•          Prior
to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination or on any other
proposal presented to stockholders prior to or in connection with the completion of an 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 executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm or from an independent accounting
firm 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 legal reasons, we will offer to redeem our Public Shares pursuant to Rule 13e-4 and Regulation 14E
of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;


 


•          Our
initial business combination must occur with one or more target businesses that together have an aggregate fair market value of
at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and
taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;


 






    	 	 13	 



     


    

 


•          If
our stockholders 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 do not complete an initial business combination within 24 months from the closing of our Initial Public Offering,
or with respect to any other provisions relating to stockholders' rights or pre-initial business combination activity, we will
provide our Public Stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest 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; and


 


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


 


In addition, our
amended and restated certificate of incorporation provides 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.


 


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


 


We have opted
out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for
a three-year period following the time that the stockholder became an interested stockholder, unless:


 


•
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;


 


•
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or


 


•
at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders
of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.


 


Generally, a “business
combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the
interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that
person's affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.


 


Under certain
circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to
effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and
may make it more


 


Our amended and
restated certificate of incorporation provides that the sponsor and Patient Square Capital, L.P. and their respective affiliates,
any of their respective direct or indirect transferees of at least 15% of our outstanding common stock and any group as to which
such persons are party to, do not constitute “interested stockholders” for purposes of this provision.


 


Our amended and
restated certificate of incorporation provides that our board of directors is classified into three classes of directors. As a
result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.


 






    	 	 14	 



     


    

 


Our authorized
but unissued common stock and preferred stock are available for future issuances without stockholder approval (including a specified
future issuance) 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


 


Exclusive
Forum for Certain Lawsuits


 


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


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply
to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder. Our amended and restated certificate
of incorporation provide that the the federal courts shall have exclusive jurisdiction over claims under the Securities Act. If
an action under the Securities Act is brought outside of such federal courts, the stockholder bringing the suit will be deemed
to have consented to service of process on such stockholder's counsel.


 


Special
Meeting of Stockholders


 


Our amended and
restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors
or by our Executive Chairman.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


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


 






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Action by Written Consent


 


Following the consummation of our Initial Public Offering, any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting
of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B
common stock.


 


Classified
Board of Directors


 


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


 


Class B
Common Stock Consent Right


 


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


 


Securities
Eligible for Future Sale


 


We have 51,339,779
shares of common stock issued and outstanding on an as-converted basis. Of these shares, the shares of our Class A common
stock (41,071,823 Class A common stock) are freely tradable without restriction or further registration under the Securities
Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the
Securities Act. All of the 10,267,956 outstanding Founder Shares and all of the 10,214,365 outstanding Private Placement warrants
are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.


 


Rule 144


 


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


 






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


 


•         1%
of the total number of shares of common stock then outstanding, which equals approximately 513,398 shares; or


 


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


 


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


 


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


 


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


 


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


 


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


 


•
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K
reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC
reflecting its status as an entity that is not a shell company.


 


As a result, our
sponsor will be able to sell its Founder Shares and Private Placement warrants, as applicable, pursuant to Rule 144 without
registration one year after we have completed our initial business combination.


 


Registration
and Stockholder Rights


 


The holders of
the Founder Shares, Private Placement warrants and warrants that may be issued upon conversion of working capital loans (and any
Class A common stock issuable upon the exercise of the Private Placement warrants and warrants that may be issued upon conversion
of working capital loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement signed
prior to or on the effective date of our Initial Public Offering. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
However, the registration and stockholder rights agreement provides that we will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of
the Founder Shares, as described in the following paragraph, and (ii) in the case of the Private Placement warrants and the
respective shares of our Class A common stock underlying such warrants, 30 days after the completion of our initial business
combination. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Except as described
herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares
until (a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation,
merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders
having the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted
transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any Founder Shares. We
refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, 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 capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, the converted shares of our Class A common stock will be released from the lock-up.


 






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In addition, pursuant
to the registration and stockholder rights agreement, our sponsor, upon completion of an initial business combination, will be
entitled to nominate three individuals for election to our board of directors, as long as our sponsor holds any securities covered
by the registration and stockholder rights agreement.


 


Listing
of Securities


 


We have been approved
to list our Class A common stock, warrants, and units on Nasdaq under the symbols “MAAC,” “MAACW,”
and “MAACU,” respectively. The units will automatically separate into their component parts and will not be traded
following the completion of our initial business combination.


 






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