Exhibit 4.5


 


FTAC OLYMPUS ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following summary of the material
terms of the securities of FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“we,” “us,”
“our” or the “Company”), 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 memorandum and articles of association and
the warrant agreement, dated August 25, 2020, between the Company and Continental Stock Transfer & Trust Company (the “Warrant
Agreement”), in each case incorporated 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 Cayman Islands law. We urge you to read our amended and
restated memorandum and articles of association and the Warrant Agreement in their entirety for a complete description of the rights
and preferences of our securities.


 


We are a Cayman Islands exempted company
(company number 363173) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Law and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized
to issue 500,000,000 Class A ordinary shares, $0.0001 par value each, 50,000,000 Class B ordinary shares, $0.0001 par
value and 5,000,000 undesignated preference shares, $0.0001 par value each.


 


Units


 


Each unit consists of one Class A ordinary
share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share, subject to adjustment. Warrants must be exercised for one whole Class A ordinary share. The
ordinary shares and warrants comprising the units begin separate trading on October 16, 2020.


 


Placement Units


 


The placement units (including the placement
shares, the placement warrants and Class A ordinary shares issuable upon exercise of such warrants) will not be transferable
or salable until 30 days after the completion of our initial business combination (subject to limited exceptions) and the
placement warrants included therein will not be redeemable by us (subject to limited exceptions) so long as they are held by our
sponsor or its permitted transferees. Holders of our placement units are entitled to certain registration rights. If we do not
consummate an initial business combination by August 28, 2022, the proceeds from the sale of the private placement held in the
trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the
placement units (and the underlying securities) will expire worthless. Further, if we seek shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our initial holders,
sponsor and each member of our management team have agreed to vote their founder shares, placement shares and any public shares
purchased during or after the initial public offering in favor of our initial business combination. Otherwise, the placement units
are identical to the units sold in the initial public offering.


 


In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such
loans may be convertible into units at a price of $10.00 per unit at the option of the lender at the time of the business combination.
The units would be identical to the placement units sold in the private placement.


 


Ordinary Shares


 


There are currently 97,055,470 ordinary shares
issued and outstanding, including:


 


		●	75,474,376 Class A ordinary shares underlying the
units sold in the initial public offering;



 


		●	2,170,000 Class A ordinary shares underlying the placement
units sold in the private placement; and



 


		●	19,411,094 Class B ordinary shares held by our initial
holders.



 






     


     


    

 


Class A ordinary shareholders and Class B
ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and
vote together as a single class, except as required by law; provided, that holders of our Class B ordinary shares have the
right to appoint all of our directors prior to our initial business combination and holders of our Class A ordinary shares
will not be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum
and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in
a general meeting. Unless specified in the Companies Law, our amended and restated memorandum and articles of association or applicable
stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such
matter voted on by our shareholders (other than the appointment of directors), and the affirmative vote of a majority of our founder
shares is required to approve the appointment of directors. Approval of certain actions requires a special resolution under Cayman
Islands law and pursuant to our amended and restated memorandum and articles of association; such actions include amending our
amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.
Directors are appointed for a term of two years. There is no cumulative voting with respect to the appointment of directors, with
the result that the holders of more than 50% of the founder shares voted for the appointment of directors can appoint all of the
directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the Board of Directors out of
funds legally available therefor.


 


Because our amended and restated memorandum
and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.


 


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


 


We will provide our Class A public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable)
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account
is approximately $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. Our initial holders, sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and public shares in connection with the completion of our initial business combination.


 


Unlike many blank check companies that hold
shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by
law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other 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 shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the participation of our
sponsor, officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the approval
of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against
such business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days
(but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote
shall be taken to approve our initial business combination.


 






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If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the ordinary shares sold in the initial public offering, which we refer to as the “Excess Shares.” However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders 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 shareholder approval in connection
with our initial business combination, our initial holders, sponsor, officers and directors have agreed (and their permitted transferees
will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares held by them and any
public shares purchased during or after the initial public offering in favor of our initial business combination. Additionally,
each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination by August 28, 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 (which interest shall be net of taxes
payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in
each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our initial holders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we
fail to complete our initial business combination by August 28, 2022. However, if our initial holders, sponsor, officers or directors
acquire public shares after the initial public offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their
public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the limitations
described herein.


 






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Founder Shares


 


The founder shares are identical to the ordinary
shares included in the units sold in the initial public offering, and holders of founder shares have the same shareholder rights
as public shareholders, except that (i) holders of the founder shares have the right to vote on the appointment of directors
prior to our initial business combination, (ii) the founder shares are subject to certain transfer restrictions, as described
in more detail below, and (iii) our initial holders, sponsor, officers and directors have entered into a letter agreement
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 and (B) to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination
by August 28, 2022, although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within such time period and (iv) the founder shares
will automatically convert into Class A ordinary shares at the time of our initial business combination, on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum
and articles of association. If we submit our initial business combination to our public shareholders for a vote, our sponsor,
officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered
into with us, to vote any founder shares held by them and any public shares purchased during or after the initial public offering
in favor of our initial business combination.


 


The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject
to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further
adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional
Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the
initial public offering and related to the closing of the business combination, the ratio at which Class B ordinary shares
shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding
Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance)
so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in
the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of the initial public offering and the private
placement plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the
business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial
business combination, and any private placement-equivalent shares and warrants underlying units issued to our sponsor or its
affiliates upon conversion of loans made to us). Holders of founder shares may also elect to convert their Class B ordinary
shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares
issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are
issuable upon the conversion or exercise of convertible securities, warrants or similar securities.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until (a) with respect to 25% of such shares,
until consummation of our initial business combination, (b) with respect to 25% of such shares, when the closing price of
our Class A ordinary shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial
business combination, (c) with respect to 25% of such shares, when the closing price of our Class A ordinary shares (as
adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $13.50 for any
20 trading days within a 30-trading day period following the consummation of our initial business combination, and (d) with
respect to 25% of such shares, when the closing price of our Class A ordinary shares (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) exceeds $17.00 for any 20 trading days within a 30-trading day
period following the consummation of our initial business combination or earlier, in any case, if, following a business combination,
we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders
having the right to exchange their ordinary shares for cash, securities or other property.


 






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Register of Members


 


Under Cayman Islands law, we must keep a
register of members and there shall be entered therein:


 


		●	the names and addresses of the members, a statement of
the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the
voting rights of the shares of each member;



 


		●	the date on which the name of any person was entered on
the register as a member; and



 


		●	the date on which any person ceased to be a member.



 


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


 


Preference Shares


 


Our amended and restated memorandum and articles
of association provide that preference shares may be issued from time to time in one or more series. Our Board of Directors will
be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other
special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our Board
of Directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability
of our Board of Directors to issue preference shares without shareholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preference shares outstanding at the
date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in
the future.


 


Redeemable Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at
any time commencing on the later of 12 months from the closing of the initial public offering or 30 days after the completion
of our initial business combination. 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
ordinary shares 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 ordinary shares underlying the warrants is then effective and
a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for
the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely
for the Class A ordinary share underlying such unit.


 






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We have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts
to file, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable
for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing,
if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within
a specified period following the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided
that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise
their warrants on a cashless basis.


 


Redemption of warrants for cash when the
price per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable,
we may call the warrants for redemption (except as described herein with respect to the 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 closing price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior
to the date on which notice of the redemption is sent to the warrant holders.



 


If and when the warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations,
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 for Class A
ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.    Commencing
ninety days after 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 ordinary shares (as defined below) except as otherwise described
below;



 


		●	if, and only if, the closing price of our Class A
ordinary shares equals or exceeds $10.00 per public share (as adjusted for share sub-divisions, share dividends, reorganizations,
reclassifications, recapitalizations and the like) on the trading day before we send the notice of redemption to the warrant holders;



 


		●	if, and only if, the placement warrants are also concurrently
called for redemption on the same terms as the outstanding public warrants, as described above; and



 


		●	if, and only if, there is an effective registration statement
covering the issuance of Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating
thereto available throughout the 30-day period after written notice of redemption is sent.



 






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The numbers in the table below represent
the number of Class A ordinary shares 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 ordinary shares on the
corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per
warrant), determined based on volume weighted average price of our Class A ordinary shares as reported during the 10 trading
days ending on the third trading day prior to 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.


 


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


 


	Redemption Date	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	£10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	e18.00	 
	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	 





 



    7


     


    

 


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


 


This redemption feature differs from 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 ordinary shares exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A ordinary shares are trading at or above $10.00 per public share, which may be at a time when
the trading price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption
feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold
set forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a
number of shares for their warrants based on an option pricing model with a fixed volatility input. This redemption right provides
us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital
structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay
the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly
proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants
in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption
price to the warrant holders.


 


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


 


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


 






    8


     


    

 


Redemption procedures and cashless exercise.    If
we call the warrants for redemption as described under “— Redemption of warrants for cash when the price per Class A
ordinary share equals or exceeds $18.00,” our management will have the option to require any holder that wishes to exercise
his, her or its warrant to do so on a “cashless basis” beginning on the third trading day prior to the date on which
notice of the redemption is sent to the holders of warrants. In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants
that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares
issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay
the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the lesser of (A) the
quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair
market value and (B) 0.365. The “fair market value” will mean the average closing price of the Class A ordinary
shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the
holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and
thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not
need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption
and our management team does not take advantage of this option, our sponsor and its permitted transferees would still be entitled
to exercise their placement warrants for cash or on a cashless basis using the same formula described above that other warrant
holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as
described in more detail below.


 


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


 


Anti-dilution Adjustments.    If
the number of issued and outstanding Class A ordinary shares is increased by a capitalization payable in Class A ordinary
shares, or by a sub-division of Class A ordinary shares or other similar event, then, on the effective date of such capitalization,
sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased
in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering to holders of Class A
ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed
a capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary
shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the
price per Class A ordinary share paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining
the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights,
as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted
average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior
to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 






    9


     


    

 


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 Class A ordinary shares on account of such Class A ordinary shares (or other ordinary shares into which the warrants
are convertible), other than (a) as described above, (b) certain ordinary cash dividends/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 ordinary
shares 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 Class A ordinary shares 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 Class A ordinary shares in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote
to amend our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to
redeem 100% of our Class A ordinary shares if we do not complete our initial business combination by August 28, 2022, 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 Class A ordinary share in respect of such event.


 


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


 


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


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such
Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the
holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately
prior to such event. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a
transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public
disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes 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 were 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 or correct any mistake, but requires the approval by the holders of at least 65% 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
for a complete description of the terms and conditions applicable to the warrants.


 






    10


     


    

 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our
initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue
price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsors or their
affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent
more than 50% 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 ordinary shares 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 Class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


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 Class A ordinary shares and any voting rights until
they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon
exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on
by shareholders.


 


Warrants may be exercised only for a whole
number of Class A ordinary shares. 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 Class A ordinary shares to be issued to the warrant holder.


 


Placement Warrants


 


Except as described below, the placement
warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the initial public
offering. The placement warrants (including the Class A ordinary shares issuable upon exercise of the placement warrants)
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (subject
to certain limited exceptions) and they will not be redeemable by us (subject to certain limited exceptions) so long as they are
held by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the placement
warrants on a cashless basis. If the placement warrants are held by holders other than our sponsor or its permitted transferees,
the 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 sold in the initial public offering. Any amendment to the terms of the placement warrants or
any provision of the warrant agreement with respect to the placement warrants will require a vote of holders of at least 65% of
the number of the then outstanding placement warrants.


 


Except as described above under “—
Public Shareholders’ Warrants — Redemption procedures and cashless exercise,” if holders of the 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 Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A
ordinary shares 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. The “historical fair market value”
will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading
day prior to the date on which the notice of warrant exercise is sent to the holders of warrants.


 






    11


     


    

 


Certain Differences in Corporate Law


 


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


 


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


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 662/3% in value who attend and vote at a general meeting) of the shareholders of each company;
or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued
shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security
interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of
Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied
with, the Registrar of Companies will register the plan of merger or consolidation.


 


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


 


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


 


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


 






    12


     


    

 


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


 


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



 


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



 


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



 


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



 


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


 


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


 


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


 






    13


     


    

 


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


 


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



 


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



 


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



 


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


 


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


 


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


 


Special Considerations for Exempted Companies.    We
are an exempted company with limited liability (meaning our public shareholders have no liability, as members of the Company, for
liabilities of the Company over and above the amount paid for their shares) under the Companies Law. The Companies Law distinguishes
between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company
are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


		●	annual reporting requirements are minimal and consist mainly
of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions
of the Companies Law;



 


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



 


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



 


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



 


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



 





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



 


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



 


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



 






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Our Amended and Restated Memorandum and Articles of Association


 


Our amended and restated memorandum and articles
of association contain certain requirements and restrictions relating to the initial public offering that will apply to us until
the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter
of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) at least
two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
who attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution
has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of
all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting for which notice
specifying the intention to propose the resolution as a special resolution has been given (i.e., the lowest threshold permissible
under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our sponsor will participate in any vote
to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner it
chooses. Specifically, our amended and restated memorandum and articles of association provide, among other things, that:


 


		●	if we are unable to complete our initial business combination
by August 28, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board
of Directors, liquidate and dissolve;



 


		●	prior to our initial business combination, we may not issue
additional ordinary shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on any initial business combination;



 


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



 


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



 


		●	so long as we obtain and maintain a listing for our securities
on NASDAQ, 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 our assets held in the trust account (excluding the deferred underwriting commissions and taxes
payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;



 






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		●	If our shareholders approve an amendment to our amended
and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination by August 28, 2022 or (ii) with respect
to the other provisions relating to shareholders’ rights or pre-business combination activity, we will provide our
public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall
be net of taxes payable) divided by the number of then outstanding public shares; 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 memorandum
and articles of association provide that we will only redeem our public shares so long as (after such redemption) our net tangible
assets will be at least $5,000,001 either prior to or upon consummation of our initial business combination, after payment of the
deferred underwriting commission.


 


The Companies Law permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of
such company’s issued and outstanding ordinary shares who attend and vote in a general meeting. A company’s articles
of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its
memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating
to our initial public offering, structure and business plan which are contained in our amended and restated memorandum and articles
of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or
directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with
the opportunity to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


In order to comply with legislation or regulations
aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may
require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source
of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering
procedures (including the acquisition of due diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In some cases the directors may be satisfied that no further information
is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands,
as amended and revised from time to time (the “Regulations”) or any other applicable law. Depending on the circumstances
of each application, a detailed verification of identity might not be required where:


 


		(a)	the subscriber makes the payment for their investment from
an account held in the subscriber’s name at a recognized financial institution; or



 


		(b)	the subscriber is regulated by a recognized regulatory
authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or



 


		(c)	the application is made through an intermediary which is
regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction
and an assurance is provided in relation to the procedures undertaken on the underlying investors.



 


For the purposes of these exceptions, recognition
of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference
to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.


 






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In the event of delay or failure on the part
of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in
which case any funds received will be returned without interest to the account from which they were originally debited.


 


We also reserve the right to refuse to make
any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might result
in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, or
if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable
jurisdiction.


 


If any person in the Cayman Islands knows
or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering
or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their
attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) the Financial Reporting Authority (“FRA”) of the Cayman
Islands, pursuant to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct
or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law
(2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.
Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by
any enactment or otherwise.


 


Cayman Islands Data Protection


 


We have certain duties under the Data Protection
Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes personal
data within the meaning of the DPL (“personal data”).


 


In the following discussion, the “company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain and
secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required
to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We
will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational
information security measures designed to protect against unauthorized or unlawful processing of the personal data and against
the accidental loss, destruction or damage to the personal data.


 


In our use of this personal data, we will
be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who
may receive this personal data from us in the conduct of our activities may either act as our “data processors” for
the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided
to us.


 


We may also obtain personal data from other
public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information,
signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number,
bank account details, source of funds details and details relating to the shareholder’s investment activity.


 






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Who this Affects


 


If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited
partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in
the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals
or otherwise advise them of its content.


 


How the Company May Use Your Personal Data


 


The company, as the data controller, may
collect, store and use personal data for lawful purposes, including, in particular:


 


		(i)	where this is necessary for the performance of our rights
and obligations under any purchase agreements;



 


		(ii)	where this is necessary for compliance with a legal and
regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements);
and/or



 


		(iii)	where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for other
specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances, we may be legally
obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities
such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with
foreign authorities, including tax authorities.


 


We anticipate disclosing personal data to
persons who provide services to us and their respective affiliates (which may include certain entities located outside the US,
the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or our
duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.


 


We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data
breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to
whom the relevant personal data relates.


 


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


 


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


 


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