Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


As
of December 31, 2020, HPX Corp. (“we,” “our,” “us” or the “company”) had the
following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one
redeemable warrant, (ii) Class A ordinary shares, par value $0.0001 per share, and (iii) redeemable warrants, each
whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50. In addition, this Description of
Securities also references the company’s Class B ordinary shares, par value $0.0001 per share (the “Class B
ordinary shares” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act
but are convertible into Class A ordinary shares. The description of the Class B ordinary shares is included to assist
in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor”
are to HPX Capital Partners LLC and references to our “initial stockholders” are to our sponsor and our independent
directors, as they held our founder shares prior to our initial public offering (our “IPO”).


 


We are a Cayman Islands exempted company
and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act 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 each,
and 5,000,000 undesignated preference shares, $0.0001 par value each. The following description summarizes the material terms of
our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only
a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one Class A
ordinary share and one-half of one redeemable 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 as described below. Pursuant to the warrant agreement that
governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants only for a whole number
of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant
holder.


 


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


 


Ordinary Shares


 


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. Unless specified in the Companies Act, 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. 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 our ordinary 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 Class A
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 the corporate governance
requirements of the New York Stock Exchange (the “NYSE”), we are not required to hold an annual general meeting until
one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for
us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting 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 calculated as of two
business days prior to the consummation of our initial business combination, including interest (which interest shall be net of
taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial owner must identify
itself in order to validly redeem its shares. Our initial shareholders, directors and officers have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares
held by them in connection with the completion of our initial business combination or certain amendments to our amended and restated
memorandum and articles of association. Permitted transferees of our initial shareholders, directors or officers will be subject
to the same obligations.


 


Unlike some 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 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 applicable law or stock exchange listing requirements, 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 we receive an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the
company. However, the participation of our sponsor, directors, officers, advisors or any of their respective affiliates in privately-negotiated
transactions, if any, could result in the approval of our initial business combination even if a majority of our public 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. These quorum and voting
thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate 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 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 IPO, which we refer to as the “Excess Shares,” without our prior
consent. 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. 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.


 






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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. Our directors and officers have also entered into the letter agreement, imposing similar obligations
on them with respect to public shares acquired by them, if any. Additionally, each public 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 have not completed our initial business combination within 24 months from the closing of
our IPO or during any extended time that we have to consummate a business combination as a result of a shareholder vote to amended
our amended and restated memorandum and articles of association (an “Extension Period”), we will (1) cease all
operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than 10 business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and
(3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining 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 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 within 24 months from the closing of our IPO
or during any Extension Period. However, if our initial shareholders, directors acquire public shares, they will be entitled to
liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business
combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders at such time will be entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the 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.


 


Founder Shares


 


The founder shares are designated as Class B
ordinary shares and are identical to the Class A ordinary shares included in the units sold in our IPO, 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, directors and officers have
entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect
to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business
combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within 24 months from the closing of our IPO or (B) with
respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) their
rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete
our initial business combination within 24 months from the closing of our IPO or during any Extension Period (although they
will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to
complete our initial business combination within the prescribed time frame); (3) the founder shares will automatically convert
into our Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and
(4) 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 purchased during or after our IPO
in favor of our initial business combination.


 






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The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in our IPO and related
to the closing of our initial business combination, the ratio at which the Class B ordinary shares will 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, on an as-converted basis,
20% of the sum of all ordinary shares issued and outstanding upon the completion of our IPO plus all Class A ordinary shares
and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares
or equity-linked securities issued, or to be issued, to any seller in our initial business combination. 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.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our directors and officers and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of: (A) one year after
the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the
last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) the
date on which we complete a liquidation, merger, 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, 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.



 






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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. Upon the closing
of this public offering, the register of members was updated to reflect the issue of shares by us. Once our register of members
was updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against
their name. 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 authorize 5,000,000 preference shares and provide that preference shares may be issued from time to time
in one or more series. Our board of directors are 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 are 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 issued and 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. No preference shares were issued or registered in our IPO.


 


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 30 days after the completion of our initial business combination and 12 months from
the closing of our IPO, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of Class A 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
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 covering the issuance of the Class A 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, or a valid exemption from registration is available, including in connection
with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption of warrants when
the price per Class A ordinary share equals or exceeds $10.00”. No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the
shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant,
the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the 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 commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to
become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with
the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business
day following the closing of the initial business combination, holders of the warrants will have the right, during the period beginning
on the 61st business day after the closing of the initial business combination and ending upon such registration statement being
declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration
statement covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants
on a “cashless basis.” Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise
of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and,
in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
In the case of a cashless exercise, each holder would pay the exercise price by surrendering the 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) less the
exercise price of the warrants by (y) the fair market value and (B) 0.361 Class A ordinary shares per warrant. The
 “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A
ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received
by the warrant agent.


 


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


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


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



 


		·	if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (which
we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”).



 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable
upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available
throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 






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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 adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant
exercise price after the redemption notice is issued.


 


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


 


		·	in whole and not in part;



 


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



 


		·	if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A
ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of
shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”); and



 


		·	if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise
or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”), the private placement warrants must also
be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


During the period beginning on the date
the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below
represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A 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 for these purposes based on 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 warrants,
and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set
forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after
the 10-trading day period described above ends.


 


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


 






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




 






    8


     


    

 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of 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 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 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 as of the date of the prospectus
related to our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants,
and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised
or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do
so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.


 


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.


 






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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.


 


Redemption
procedures.   A holder of a warrant may notify us in writing in the event it elects to be subject to
a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such
exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) of the 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 or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other
similar event, then, on the effective date of such capitalization or share dividend, split-up 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 made to all or substantially all holders of Class A ordinary shares entitling
holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined
below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (1) 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) and (2) one minus the quotient
of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value.
For these purposes, (1) if the rights offering is for securities convertible into or exercisable for 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 (2) “historical fair market
value” means the volume weighted average price of Class A ordinary shares during the 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.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay to all or substantially all of the holders of Class A Ordinary Shares 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 securities into which the warrants are convertible), other than (a) as described above, (b) any
cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the Class A 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 for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations,
recapitalizations and other similar transactions) 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
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing
of our IPO or (B) with respect to any other provision relating to 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 Class A ordinary share in respect
of such event.


 






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


 


In case of any reclassification or reorganization
of the issued and 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 merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding 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 our Class A ordinary shares immediately theretofore purchasable and receivable upon
the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for
which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share
by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption
offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection
with redemption rights held by 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 Class A 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 Class A
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 Class A 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 Class A 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.


 






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The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing
any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms
of the warrants and the warrant agreement set forth in the prospectus related to our IPO, or defective provision or (ii) adding
or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant
agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders
of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required
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.


 


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 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.


 


No fractional warrants will be issued upon
separation of the units and only whole warrants will trade. We have agreed that, subject to applicable law, any action, proceeding
or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such
jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to
claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district
courts of the United States of America are the sole and exclusive forum.


 


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.


 






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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 Act. The Companies Act 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 Act 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 Act 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 either (a) a special resolution (usually a majority of 66 2∕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 Act (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.


 


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; (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; and (4) that there is no other reason
why it would be against the public interest to permit the merger or consolidation.


 






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Where the above procedures are adopted,
the Companies Act 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 if they follow a prescribed procedure. In essence, 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.


 


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 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 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;



 






    14


     


    

 


		·	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 Act 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 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 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 directors or officers 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.


 






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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 Act. The Companies Act 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 Act;



 


		·	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.



 


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 our IPO 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) holders of at least two-thirds
(or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares 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.
Other than as described above, our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general 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 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 have not completed our initial business combination within 24 months from the closing of our IPO or during any Extension
Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible
but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution
expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining 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;



 






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		·	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 as a class with our public shares 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;



 


		·	as long as our securities are listed on the NYSE, 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 amounts disbursed to management
for working capital purposes 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) to modify
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our
IPO or (B) with respect to any other provision relating to 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 solely 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 following such redemptions.


 


The Companies Act 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 attending and voting at 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 provide otherwise. Accordingly, although we could amend any of the provisions relating to
our proposed 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 directors or officers, 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.


 






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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 Anti-Money Laundering Regulations (2020 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:


 


		(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.


 


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 (2020 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 (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.


 






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Data Protection — Cayman Islands


 


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


 


In this subsection, “we”, “us,”
 “our” and the “Company” refers to HPX Corp. or our affiliates and/or delegates, except where the context
requires otherwise.


 


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”).


 


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.


 


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 a Shareholder’s Personal
Data


 


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


 


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



 






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		(b)	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



 


		(c)	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.


 


Listing of Securities


 


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


 






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