Exhibit 4.2


 


DESCRIPTION
OF SECURITIES


 


As of December 31,
2020, Social Capital Hedosophia Holdings Corp. V (“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-fourth 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 SCH Sponsor V LLC and references to our “initial shareholders” are to our sponsor and our independent director
that 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 (As Revised) of the Cayman Islands (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 preferred shares,
$0.0001 par value each. Because the below 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-fourth 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; provided, that, prior to our initial business
combination, holders of our Class B ordinary shares will have the right to appoint all of our directors and remove members
of the board of directors for any reason, and holders of our Class A ordinary shares will not be entitled to vote on the appointment
of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be
amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting.
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 (other than the appointment or removal of directors prior to our initial business combination), and, prior
to our initial business combination, the affirmative vote of a majority of our founder shares is required to approve the appointment
or removal of directors. 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 the founder shares voted for the appointment of directors can appoint all of the directors prior to our initial
business combination. 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
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 some 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. 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.


 


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, 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 extended time that we have to consummate a business combination as a result of a shareholder
vote to amend our amended and restated memorandum and articles of association (an “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) prior
to our initial business combination, only holders of the founder shares have the right to vote on the appointment of directors
and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder
shares are subject to certain transfer restrictions contained in a letter agreement that our initial shareholders, directors and
officers have entered into with us, as described in more detail below; (3) pursuant to such letter agreement, our initial
shareholders, directors and officers 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 during any Extension Period, 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); (4) 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 (5) 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.


 






    	 	 	 



     


    

 


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.


 


Pursuant to a letter
agreement that our initial shareholders, directors and officers have entered into with us, 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, 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.



 






    	 	 	 



     


    

 


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 our IPO, 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.


 


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.


 


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 “— 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.


 


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 “— 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 “— 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 “— 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.


 


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 (period	 	Fair Market Value of Class A Ordinary Shares	 
	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	 




 






    	 	 	 



     


    

 


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.


 






    	 	 	 



     


    

 


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 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.


 


If the number of issued
and outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification
of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse
share sub-division, 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.


 






    	 	 	 



     


    

 


The warrants will
be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement for a complete description of the terms and conditions applicable
to the warrants. The warrant agreement provides that (a) 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 under the warrant agreement and (b) all other modifications or
amendments require the vote or written consent of at least 65% of the then outstanding public warrants; provided that any amendment
that solely affects the terms of the private placement warrants or any provision of the warrant agreement solely with respect to
the private placement warrants will also require at least 65% of the then outstanding private placement 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.


 


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 662⁄3% in value who attend and vote at a general meeting) of the shareholders of each company;
or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued
shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security
interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of
Companies is satisfied that the requirements of the Companies 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.


 


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;



 


		•	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 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.


 


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 (other than amendments relating to provisions governing
the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of
at least 90% of our ordinary shares attending and voting in a general meeting) 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, 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 (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;



 


		•	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 or another valuation or appraisal firm that regularly renders fairness opinions on
the type of target business we are seeking to acquire 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.


 


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.


 


Data Protection — Cayman
Islands


 


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


 


In this subsection,
 “we”, “us,” “our” and the “Company” refers to Social Capital Hedosophia Holdings
Corp. V 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 Data Protection Act (“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 Data Protection Act, 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 Data Protection Act, 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 Data Protection Act 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;



 


		(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 Data Protection Act.


 


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 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.


 


Listing of Securities


 


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