Exhibit
4.5


 


Replay
Acquisition Corp.


 


DESCRIPTION
OF SECURITIES


 


The
following summary of the material terms of the securities of Replay 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 April 3, 2019, 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, including
the Companies Law (2016 Revision) of the Cayman Islands, or the Companies 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.


 


Certain
Terms


 


In
this document, unless the context otherwise requires:


 


		•	references
                                         to our “sponsor” refer to Replay Sponsor, LLC, a Delaware limited liability
                                         company;



 


		•	references
                                         to “public shares” refer to our ordinary shares sold as part of the units
                                         in our initial public offering (whether purchased in our initial public offering or thereafter
                                         in the open market);



 


		•	references
                                         to “warrants” refer to our warrants sold as part of the units in our initial
                                         public offering (whether purchased in our initial public offering or thereafter in the
                                         open market);



 


		•	references
                                         to “final prospectus” refer to the final prospectus for our initial public
                                         offering filed with the Securities and Exchange Commission, or the SEC, on April 5, 2019;



 


		•	references
                                         to “founder shares” refer to our ordinary shares initially purchased by our
                                         sponsor in a private placement prior to our initial public offering;



 


		•	references
                                         to “private placement warrants” refer to the warrants issued to our sponsor
                                         in a private placement simultaneously with the closing of our initial public offering;



 


		•	references
                                         to “ordinary shares” refer to our ordinary shares, par value $0.0001 per
                                         share;



 


		•	references
                                         to “public shareholders” refer to the holders of our public shares, including
                                         our sponsor, officers and directors to the extent our sponsor, officers or directors
                                         purchase public shares, provided that their status as “public shareholders”
                                         shall only exist with respect to such public shares;



 


		•	references
                                         to “management” or our “management team” refer to our officers
                                         and directors and our advisory board member; and



 


		•	references
                                         to “initial shareholders” refer to our sponsor and other holders of our founder
                                         shares prior to our initial public offering.



 


General


 


We
are a Cayman Islands exempted company (company number 344622) formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which
we refer to in this document as our initial business combination, 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 200,000,000 ordinary shares, $0.0001 par value per share, and 2,000,000
undesignated preferred shares, $0.0001 par value per share. As of the date of the Report, 35,937,500 ordinary shares are outstanding
and no preferred shares are outstanding. The following description summarizes the material terms of our securities. For a more
complete description, you should refer to our amended and restated memorandum and articles of association, the Warrant Agreement
and to the applicable provisions of Cayman Islands law. Because it is only a summary, it may not contain all the information that
is important to you.  






     


     


    

Units


 


Each
unit consists of one ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one
ordinary share at a price of $11.50 per share, subject to adjustment (as more fully described in our final prospectus). Pursuant
to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of the company’s ordinary shares.
This means only a whole warrant may be exercised at any given time by a warrant holder. Holders will need to have their brokers
contact our transfer agent in order to separate the units into ordinary shares and warrants. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. The ordinary shares and warrants underlying the units began to
trade separately on April 18, 2019, and holders have the option to continue to hold units or separate their units into the component
securities.


 


Ordinary
Shares


 


As
of the date of the Report, there were 35,937,500 ordinary shares outstanding, consisting of 28,750,000 public shares and 7,187,500
founder shares.


 


Ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. 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.
Approval of certain actions will require 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.


 


Our
board of directors is divided into two 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 shareholders) serving a two-year term. The term of office of
the first class of directors, consisting of Messrs. Daniel Marx and Mariano Bosch, will expire at our first annual meeting of
shareholders. The term of office of the second class of directors, consisting of Messrs. Leonardo Madcur, Ezra Cohen and Russell
Colaco, will expire at our second annual meeting of shareholders. We may not hold an annual meeting of shareholders until after
we consummate our initial business combination (unless required by the New York Stock Exchange, or the NYSE). There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the founder shares voted
for the election of directors can elect 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 200,000,000 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 NYSE corporate governance requirements, we are not required to hold an annual meeting until not later than one
year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Law for us
to hold annual or general meetings to elect directors. We may not hold an annual meeting of shareholders prior to the consummation
of our initial business combination.


 


We
will provide our 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 issued and outstanding public shares, subject to the limitations
more fully described in our final prospectus. 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 shareholders 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 any public shares held by them in connection with the completion of our initial business combination. Our directors
and officers have entered into letter agreements similar to the one signed by our initial shareholders with respect to public
shares acquired by them, if any. Permitted transferees of our initial shareholders, officers or directors will be subject to the
same obligations.


 


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 applicable law or stock exchange listing requirements, if a shareholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other
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 will 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, shareholder approval of the transaction is required by law, or we decide to obtain shareholder
approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a
proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we
will complete our initial business combination only if a majority, or such higher threshold as may be required by law, of the
issued and outstanding ordinary shares voted are voted in favor of the business combination. However, the participation of our
sponsor, officers, directors, advisors or any of their affiliates in privately-negotiated transactions (as more fully described
in our final prospectus), 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 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.



     


     


    


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 Securities Exchange Act of 1934, as amended, or 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 our 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 shareholders have agreed (and their
permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares
and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial shareholders’
founder shares and the ordinary shares underlying the units that affiliates of our sponsor purchased in our initial public offering,
we would need 8,281,251, or 28.8%, of the 28,750,000 public shares sold in our initial public offering (assuming all issued and
outstanding shares are voted), subject to any higher threshold as is required by Cayman Islands or other applicable law, in order
to have such initial business combination approved. Our directors and officers have entered into letter agreements similar to
the one signed by our initial shareholders with respect to public shares acquired by them, if any. Additionally, each public shareholder
may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the
proposed transaction. 


 


Pursuant
to our amended and restated memorandum and articles of association, if we are unable to complete our initial business combination
by April 8, 2021, unless we obtain the approval of our shareholders to amend our amended and restated memorandum and articles
of association to extend the date by which we must complete our initial business combination, we will (1) cease all operations
except for the purpose of winding up, (2) as promptly as reasonably possible but no more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any), subject to applicable law and (3) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining shareholders and our board of directors, wind up our affairs and subsequently 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 shareholders 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 April 8, 2021 (or such later date as may be approved by our shareholders in accordance with our amended
and restated memorandum and articles of association). However, if our initial shareholders acquire public shares, they will be
entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our 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 more fully described in our final prospectus.



     


     


    


Founder
Shares


 


The
founder shares are identical to the ordinary shares included in the units being sold in our initial public offering, and holders
of founder shares have the same shareholder rights as public shareholders, except that: (1) the founder shares are subject to
certain transfer restrictions, as described in more detail below; (2) our initial shareholders 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 any
public shares held by them 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 April 8, 2021 (or such later date as may be approved by our shareholders in accordance with our amended and restated
memorandum and articles of association), 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 (3)
the founder shares are entitled to registration rights. If we submit our initial business combination to our public shareholders
for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter
agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business
combination.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business
combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share
splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following
the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares
for cash, securities or other property. 


 


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 and 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;



 


		•	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.


 


Preferred
Shares


 


As
of the date of the Report, there were no preferred shares outstanding. Our amended and restated memorandum and articles of association
authorize the issuance of up to 2,000,000 preferred shares and provide that preferred shares may be issued from time to time in
one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preferred 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 preferred 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. Although
we do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future.



     


     


    


Warrants


 


Public
Shareholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant to the Warrant
Agreement, a warrant holder may exercise its warrants only for a whole number of ordinary shares. 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. 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 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 of 1933, as amended, or the Securities Act, covering
the issuance of the ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating
thereto is current, subject to our satisfying our obligations described below with respect to registration. 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 ordinary
share underlying such unit. 


 


We
have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement registering the issuance, under the Securities
Act, of the 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. Notwithstanding the above, if our ordinary shares
are, at the time of any exercise of a warrant, not listed on a national securities exchange such that it satisfies the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use
our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


		•	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 (the “30-day redemption
                                         period”) to each warrant holder; and



 


		•	if,
                                         and only if, the last reported sale price of the ordinary shares equals or exceeds $18.00
                                         per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
                                         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 we send the notice of redemption
                                         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 ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50
warrant exercise price after the redemption notice is issued.


 


If
we call the warrants for redemption as described above, 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.” 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 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 ordinary shares equal to the quotient obtained by dividing
(x) the product of the number of 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. The “fair market value” shall
mean the average last reported sale price of the 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 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 does not take advantage of this option, our sponsor and
its permitted transferees would still be entitled to exercise their private 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 9.8% (or such other amount as
a holder may specify) of the ordinary shares issued and outstanding immediately after giving effect to such exercise.


 


If
the number of issued and outstanding ordinary shares is increased by a capitalization or share dividend payable in ordinary shares,
or by a split-up of ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar
event, the number of ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in
the issued and outstanding ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase ordinary
shares at a price less than the fair market value will be deemed a share dividend of a number of ordinary shares equal to the
product of (1) the number of 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 ordinary shares) multiplied by (2) one minus the quotient
of (x) the price per ordinary share paid in such rights offering divided by (y) the fair market value. For these purposes (1)
if the rights offering is for securities convertible into or exercisable for ordinary shares, in determining the price payable
for 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 (2) fair market value means the volume weighted average price of ordinary shares as reported
during the 10 trading day period ending on the trading day prior to the first date on which the ordinary shares 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 ordinary shares on account of such ordinary shares (or other ordinary shares into
which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the
redemption rights of the holders of ordinary shares in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of ordinary shares in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (i) to 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 April 8, 2021 (or such later date as may be approved by our shareholders
in accordance with our amended and restated memorandum and articles of association) or (ii) with respect to any other provision
relating to shareholders’ 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 ordinary share in respect of such event.


 


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


 


Whenever
the number of 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 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 ordinary shares so purchasable immediately thereafter.


 


In
addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at a Newly Issued Price (as described in our final prospectus) of less than $9.20
per ordinary share (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), (y) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value (as described
in our final prospectus) 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 $18.00 per share redemption trigger price
described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price. 



     


     


    


In
case of any reclassification or reorganization of the issued and outstanding ordinary shares (other than those described above
or that solely affects the par value of such 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 issued and outstanding 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 our ordinary shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants
immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash
or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of ordinary shares by the company if a proposed
initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule
13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker
(within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate
is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding
ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property
to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior
to the expiration of such tender or exchange offer, accepted such offer and all of the ordinary shares held by such holder had
been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the Warrant Agreement. Additionally, if
less than 70% of the consideration receivable by the holders of ordinary shares in such a transaction is payable in the form of
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 30 days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the Warrant Agreement based on the per share consideration minus Black-Scholes Warrant Value
(as defined in the Warrant Agreement) of the warrant.


 


The
warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. You should review a copy of the Warrant Agreement, which is incorporated by reference as an exhibit to
the Report, for a complete description of the terms and conditions applicable to the warrants. The Warrant Agreement provides
that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 65% of the then issued and outstanding public warrants to make
any change that adversely affects the interests of the registered holders of public warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to
us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary
shares and any voting rights until they exercise their warrants and receive ordinary shares. After the issuance of 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.


 


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


 


Private
Placement Warrants


 


The
private placement warrants (including the ordinary shares 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, among other
limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsor) and they will not
be redeemable by us so long as they are held by our sponsor or its permitted transferees. Otherwise, the private placement warrants
have terms and provisions that are identical to those of the warrants sold 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 and exercisable by the holders on the same basis as the warrants included in the units 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 ordinary shares equal to the quotient obtained by dividing (x) the product of the
number of 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. The “fair market value” shall mean the average
last reported sale price of the 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 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. 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 shareholders who could exercise their warrants and sell the ordinary shares 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.


 


Dividends


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion
of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The
payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends
in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, 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 ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We
have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its
agents and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs and
reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability
due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity. 


 


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 of merger or consolidation must then be authorized
by (a) a special resolution (at least a majority of 662/3% in value who attend and vote at a general meeting) of the
shareholders of each company; and (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: (1) 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; (2) 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; (3) 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; and (4) 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; and (5) there
is no other reason why it would be against the public interest to permit the merger or consolidation.



     


     


    


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: (1) 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; (2) 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; and (3) 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. 


 


The
Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair value of his or her shares upon
their dissenting to the merger or consolidation in certain circumstances if they follow a prescribed procedure. In essence, where
such rights apply, that procedure is as follows: (a) the shareholder must give his or her 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 or her 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 or her intention to dissent including, among other
details, a demand for payment of the fair value of his or her 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 or her shares at a price that the company determines is the fair value and if the
company and the shareholder agrees to the price within 30 days following the date on which the offer was made, the company must
pay the shareholder such amount; and (e) if the company and the shareholder fails to agree to 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 to 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, or in the context of a parent
and subsidiary merger.


 


Moreover,
Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain
circumstances, such 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 procedures 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 a meeting, or 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 is satisfied that:


 


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



 


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



 


		•	the
                                         arrangement is such as a business-person 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 U.S. 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 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.


 


Shareholders’
Suits. Our Cayman Islands 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
of 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 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 that 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 our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (1) 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 (2) 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 30 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.



 


Our
Amended and Restated Memorandum and Articles of Association


 


Our
amended and restated memorandum and articles of association contain certain requirements and restrictions 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 (1) at
least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given
or (2) 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 shareholders meeting (i.e., the lowest threshold permissible
under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our
initial shareholders, who collectively beneficially own 27% of our ordinary shares, may 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 they choose. 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 April 8, 2021 (or such
                                         later date as may be approved by our shareholders in accordance with our amended and
                                         restated memorandum and articles of association), we will: (1) cease all operations except
                                         for the purpose of winding up; (2) as promptly as reasonably possible but not more than
                                         10 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 (less up to $100,000 of interest
                                         to pay dissolution expenses and which interest shall be net of taxes payable), divided
                                         by the number of then issued and outstanding public shares, which redemption will completely
                                         extinguish public shareholders’ rights as shareholders (including the right to
                                         receive further liquidating distributions, if any), subject to applicable law; and (3)
                                         as promptly as reasonably possible following such redemption, subject to the approval
                                         of our remaining shareholders and our board of directors, wind up our affairs and subsequently
                                         dissolve;



 


		•	prior
                                         to our initial business combination, we may not issue additional ordinary shares that
                                         would entitle the holders thereof to (1) receive funds from the trust account or (2)
                                         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
                                         and disinterested directors, will obtain an opinion from an independent investment banking
                                         firm that is a member of FINRA, or from 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 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 be with one or more operating businesses or assets
                                         with a fair market value equal to at least 80% of the net assets held in trust (net of
                                         taxes payable and excluding the amount of any deferred underwriting discount held in
                                         trust);



 


		•	if
                                         our shareholders approve an amendment to our amended and restated memorandum and articles
                                         of association (a) that would 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 April
                                         8, 2021 (or such later date as may be approved by our shareholders in accordance with
                                         our amended and restated memorandum and articles of association) or (b) with respect
                                         to any other provision relating to shareholders’ rights or pre-initial 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 issued and 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 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.


 


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. A company’s
articles of association may specify that the approval of a higher majority is required. 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 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 Money Laundering Regulations (2015
Revision) of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances
of each application, a detailed verification of identity might not be required where:


 


	 	(1)	the
    applicant is a relevant financial business required to comply with the Regulations or is a majority-owned subsidiary of such
    a business; or
	 	(2)	the
    applicant is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions
    and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee (“Equivalent Jurisdiction”)
    or is a majority-owned subsidiary of such an applicant; or
	 	(3)	the
    applicant is a central or local government organization, statutory body or agency of government in the Cayman Islands or an
    Equivalent Jurisdiction; or
	 	(4)	the
    applicant is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose requirements
    to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or
	 	(5)	the
    applicant is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity referred
    to in sub-paragraphs (1) to (4); or
	 	(6)	the
    application is made through an intermediary which falls within one of sub-paragraphs (1) to (5). In this situation the company
    may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and verification
    procedures on the applicant for business and its beneficial owners have been carried out; (ii) the nature and intended purpose
    of the business relationship; (iii) that the intermediary has identified the source of funds of the applicant for business;
    and (iv) that the intermediary shall make available copies of any identification and verification data or information and
    relevant documents.


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.


 


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 resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person
is engaged in criminal conduct or is involved with terrorism or terrorist 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 (1) the Financial Reporting Authority of the Cayman Islands,
pursuant to the Proceeds of Crime Law (2017 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money
laundering or (2) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism
Law (2017 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.


 


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


 


Our
authorized but unissued ordinary shares and preferred 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 preferred 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.


 


Securities
Eligible for Future Sale


 


As
of the date of the Report, there were 35,937,500 ordinary shares issued and outstanding. Of these shares, the 28,750,000 ordinary
shares sold in our initial public offering are freely tradable without restriction or further registration under the Securities
Act, except for the 2,500,000 ordinary shares underlying the units purchased by affiliates of our sponsor and any other shares
purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 7,187,500 founder
shares and all 7,750,000 private placement warrants are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering, and are subject to transfer restrictions as more fully described in our final prospectus.


 


Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted ordinary shares or warrants for at least six months would be entitled
to sell their securities provided that (1) 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 (2) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted ordinary 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 ordinary shares then issued and outstanding, or 359,375 ordinary
                                         shares as of the date of the Report; or



 


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



 


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


 


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


 


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


 


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



 


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







     


     


    





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


  





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


 


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


 


Registration
Rights


 


The
holders of the founder shares, private placement warrants and any warrants that may be issued on conversion of working capital
loans (and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion
of the working capital loans) are entitled to registration rights pursuant to a registration rights agreement entered into on
April 3, 2019, requiring us to register such securities for resale. The holders of these securities will be entitled to make up
to three demands, excluding short form registration 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 and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities
Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable lock-up period, which occurs (1) in the case of the founder shares,
on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business
combination, (x) if the last reported sale price of ordinary shares equals or exceeds $12.00 per share (as adjusted for share
splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following
the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares
for cash, securities or other property, and (2) in the case of the private placement warrants and the respective ordinary shares
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.


 


Listing
of Securities


 


Our
units, ordinary shares and warrants are listed on the NYSE under the symbols “RPLA.U,” “RPLA” and “RPLA
WS,” respectively.