Exhibit 4.2


 


DESCRIPTION OF SECURITIES


 


We are a Cayman Islands exempted
company (company number 366529) and our affairs are governed by our amended and restated memorandum and articles of association,
the Companies Law (2020 Revision) of the Cayman Islands (the “Companies Law”) and the common law of the Cayman Islands.
Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 550,000,000 ordinary shares,
$0.0001 par value each, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well
as 5,000,000 preference shares, $0.0001 par value each. The following description summarizes certain 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


 


Public Units


 


Each unit consists of one Class A
ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as described in the warrant agreement we entered into with Continental
Stock Transfer & Trust Company on December 10, 2020 (the “warrant agreement”). Pursuant to 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. For example, if a warrant holder holds
one-third of one warrant to purchase a Class A ordinary share, such warrant will not be exercisable. If a warrant holder holds
three-thirds of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per
share. The Class A ordinary shares and warrants comprising the units commenced separate trading on the New York Stock
Exchange on February 1, 2020. Unitholders 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. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. Accordingly, unless you hold at least three units, you will not be able to receive or trade a whole
warrant.


 


Ordinary Shares


 


Ordinary shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares
and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders
except as required by law. Unless specified in our amended and restated memorandum and articles of association, or as required
by applicable provisions of the Companies Law 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, which requires the affirmative vote of a majority of at least two-thirds of the
shareholders who attend and vote at a general meeting of the company, and pursuant to our amended and restated memorandum and articles
of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory
merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting
with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment
of directors can appoint all of the directors. However, only holders of Class B ordinary shares have the right to vote for
the election of directors in any general meeting held prior to or in connection with the completion of our initial business combination,
which directors will be proposed by the Company's board of directors following a nomination by the nominating and corporate governance
committee, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the
completion of 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. Our board of directors is divided
into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed
prior to our first annual general meeting) serving a three-year term.


 


In accordance with NYSE corporate
governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following
our listing on NYSE. There is no requirement under the Companies Law for us to hold annual or extraordinary general meetings or
appoint directors. We may not hold an annual general meeting to appoint new directors 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 earned on the funds held in the
trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject
to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.00
per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that
a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder
shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose acquisition
companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and
provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote
is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business
or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial
business combination. Our amended and restated memorandum and articles of association require these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain
shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek
shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of
the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated
transactions , if any, could result in the approval of our initial business combination even if a majority of our public shareholders
vote, or indicate their intention to vote, against such initial business combination.


 


For purposes of seeking approval
of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of
any general meeting.


 






     


     


    

 


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 shares sold in our Initial Public Offering (“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 our initial business combination. And, as a result, such shareholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open
market transactions, potentially at a loss.


 


If we seek shareholder approval
in connection with our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares
and any public shares purchased (including in open market and privately-negotiated transactions) in favor of our initial business
combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for
or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to
approve 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 Initial Public Offering or during any extended time that we have to consummate a business combination beyond
24 months as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an “Extension
Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right
to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account
with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing
of our Initial Public Offering or during any Extension Period. However, if our sponsor or management team acquire public shares
in or after our Initial Public Offering, they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity
to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by
the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations
and on the conditions described herein.


 






     


     


    

 


FOUNDER SHARES


 


The founder shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares, and holders
of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below; (ii) the founder shares are entitled to registration
rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to (A) waive their redemption rights with respect to their founder shares and public shares in connection with the
completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and
public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association 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 have not consummated an initial business combination within 24 months
from the closing of our Initial Public Offering or during any Extension Period or with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, (C) 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 Initial Public Offering 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 such time period and (D) vote any founder shares held by them and any public shares purchased
during or after our Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial
business combination; (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently
with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment
as described herein and in our amended and restated memorandum and articles of association; and (v) only holders of Class B
ordinary shares have the right to vote for the election of directors in any general meeting held prior to or in connection with
the completion of our initial business combination, which directors will be proposed by the Company’s board of directors
following a nomination.


 


The founder shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or
equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A
ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A
ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public
shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities
exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business
combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital
loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


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


 






     


     


    

 


Register of Members


 


Under Cayman Islands law, we
must keep a register of members and there will 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;


 


• whether voting rights
are attached to the share in issue;


  


• 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 will
be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.
However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.


 


Preference Shares


 


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


 


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 one year from the closing of our Initial Public Offering and 30 days after the
completion of our initial business combination, provided, in each case, that we have an effective registration statement under
the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating
to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in
the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky,
laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of 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. Accordingly,
unless you hold at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.


 






     


     


    

 


We will not be obligated to
deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the
warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share
upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such
warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will
we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants,
the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A
ordinary share underlying such unit.


 


We have agreed that as soon
as practicable, but in no event later than fifteen (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 for the registration, under the Securities
Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts
to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by
the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as
there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
or another exemption. 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, and in the event we do not so elect, we 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 such event,
each holder would pay the exercise price by surrendering each such warrant 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 the excess of the “fair market value” less the exercise price of the warrants by
(y) the fair market value and (B) 0.361 shares per whole warrant. The “fair market value” 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 (the “30-day redemption period”) 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 three
business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”)
equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like).


 


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


 






     


     


    

 


We have established the last
of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each
warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would
not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each
warrant being exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price
(as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50
(for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants 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);


 


• 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 share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like); and


 


• if the Reference Value
is less than $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like) the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public
warrants, as described above.


 


The numbers in the table below
represent the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption
by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on
the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10
per warrant), determined based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading
days 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 the 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 exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts 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. If the exercise price of the
warrant is adjusted as a result of raising capital in connection with the initial business combination, the adjusted share prices
in the column headings will by 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.


 


	 	 	Fair Market Value of Class A Ordinary Shares	 
	Redemption Date (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	 



 


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 as reported during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time
there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.277 Class A 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 as reported during the 10 trading days immediately following the date on which the notice of redemption is sent
to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A 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).


 


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 Initial Public Offering prospectus. This redemption right provides us with an additional mechanism
by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would
no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price
to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of
the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we
believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant
holders. As stated above, we can redeem the warrants when the Class A 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. If the Class A ordinary shares issuable upon exercise of the warrants
are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise
their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which case
the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a
formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).


 


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


 






     


     


    

 


Anti-dilution
Adjustments.   If the number of outstanding Class A ordinary shares is increased by a share capitalization
payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date
of such share capitalization, 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 outstanding ordinary shares. A rights offering made to all or substantially
all holders of 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 capitalization of a number of Class A ordinary shares equal
to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares)
and (ii) 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 (i) if the rights offering is for securities convertible into or exercisable
for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical
fair market value” means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time
while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to
all or substantially all 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) certain ordinary cash dividends,
(c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial
business combination, or (d) 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 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 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 Class A ordinary shares or equity-linked securities for capital raising purposes (not including any forward
purchase securities) in connection with the closing of our initial business combination at an issue price or effective issue price
of less than $9.20 per Class A 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 sponsors or their affiliates, without taking into account
any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 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 complete our initial business
combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00
and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per Class A
ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market
Value and the Newly Issued Price, respectively.


 






     


     


    

 


In case of any reclassification
or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the
par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our 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 the Class A ordinary shares immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised
their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A
ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed
for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant
within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose
of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs
during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the warrants.


 


The warrants are issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing
any ambiguity or correct any mistake, , or defective provision (ii) amending the provisions relating to cash dividends on
ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that
the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely
affects the interests of the registered holders of the public warrants and the approval of holders of at least 50% of the private
warrants is required to make any change that adversely affects the interests of the holders of the private warrants. The warrants
may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent,
with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the
number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and
any voting rights until they exercise their warrants and receive 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 shares will be
issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round down to the nearest whole number, the number of Class A ordinary shares to be issued
to the warrant holder.


 


Private Placement Warrants


 


The private placement warrants
(including the Class A ordinary shares issuable upon exercise of such warrants) are not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions to our officers
and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us (except as described
under “— Warrants — Public Shareholder’s Warrants — Redemption of Warrants
when the price per Class A ordinary share equals or exceeds $10.00”) so long as they are held by our sponsor, members
of our sponsor or their permitted transferees. The sponsor or its permitted transferees, have the option to exercise the private
placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that
are identical to those of the warrants sold as part of the units in our Initial Public Offering. If the private placement
warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our Initial Public
Offering.


 






     


     


    

 


Except as described under “—
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” if holders of the private
placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its
warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the
number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “historical fair market value”
of our Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value.
For these purposes, the “historical fair market value” will mean the average reported closing price of the Class A
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders
who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market
in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a
result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


Forward Purchase Securities


 


We have entered into a forward
purchase agreement pursuant to which the Motive Fund Vehicles intend to purchase an aggregate of 140,000,000 forward purchase units,
consisting of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary share for $10.00
per unit, or $140,000,000 in the aggregate, in a private placement to close concurrently with the closing of our initial business
combination. The allocation of the forward purchase securities among the Motive Fund Vehicles will be determined by Motive,
in its sole discretion, at the time of our initial business combination. If the sale of the forward purchase units fails to
close, for any reason, we may lack sufficient funds to consummate our initial business combination. The forward purchase shares
and forward purchase warrants will be identical to the Class A ordinary shares and the warrants included in the units
being sold in our Initial Public Offering, except that they will be subject to transfer restrictions and registration rights.


 


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


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our 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 claims and losses that may arise out of acts performed or omitted for its activities
in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.
Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or
claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of
any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided
will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust
account and not against the any monies in the trust account or interest earned thereon.


 






     


     


    

 


Certain Differences in Corporate Law


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


Where the above procedures are
adopted, the Companies Law provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares
upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows
(a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote
on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger
or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation
is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection;
(c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent
company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of
his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or
seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company,
the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares
at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days
following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and
the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period
expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the
fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom
agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company
upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company
may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder
are not 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
has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes
of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly
referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that
a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete
than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved
by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition
represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting
either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently
the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would
have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve
the arrangement if it satisfies itself that:


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


Further, transactions similar
to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory
provisions, such as a share capital exchange, asset acquisition or control, or 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 for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty
owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based
both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be
applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


Special
Considerations for Exempted Companies.   We are an exempted company with limited liability under the
Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is
registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted
company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions
and privileges listed below:


 


• an exempted company does
not have to file an annual return of its shareholders with the Registrar of Companies;


 


• 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 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.


 


“Limited liability”
means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except
in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose
or other circumstances in which a court may be prepared to pierce or lift the corporate veil).


 


Amended and Restated Memorandum and Articles
of Association


 


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


 


Our initial shareholders, who
collectively beneficially own 20% of our ordinary shares will participate in any vote to amend our amended and restated memorandum
and articles of association and will have the discretion to vote in any manner 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 Initial Public Offering or any Extension Period,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable
and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law;


 






     


     


    

 


• Prior to our initial
business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from
the trust account or (ii) vote on our initial business combination;


 


• Although we do not intend
to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers,
we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm
that such a business combination is fair to our company from a financial point of view;


 


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


 


• We must complete one
or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding
the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement
to enter into the initial business combination;


 


• 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 Initial Public Offering or (B) with
respect to any other material provisions 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 Class A 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding public shares, subject to the limitations and on the conditions described herein; and


 


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


 


In addition, our amended and
restated memorandum and articles of association provide we will not redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or
through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward
purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy such net tangible assets
requirement.


 


The Companies Law permits a
company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution.
A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval
of the required majority is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association
regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of
the provisions relating to our 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
officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders
with the opportunity to redeem their public shares.


 






     


     


    

 


Anti-Money Laundering — Cayman
Islands


 


If any person in the Cayman
Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct
or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or
suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment,
the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands,
pursuant to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money
laundering, or (ii) a police officer of the rank of constable or higher, or the 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.


 


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


 


Our amended and restated memorandum
and articles of association provide that our board of directors will be classified into three classes of directors. As a result,
in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual
general meetings.


 


Our authorized but unissued
Class A 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 Class A 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.


 


Securities Eligible for Future Sale


 


The 41,400,000 Class A
ordinary shares sold in our Initial Public Offering are freely tradable without restriction or further registration under the Securities
Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the
Securities Act. All of the outstanding founder shares (10,350,000 founder shares) and all of the outstanding private placement
warrants (7,386,667 warrants ) are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering.


 


Rule 144


 


Pursuant to Rule 144, a
person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities
provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months
preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months
(or such shorter period as we were required to file reports) preceding the sale.


 


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


 


• 1% of the total number
of ordinary shares then outstanding, which equals 517,500 shares ; or


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Registration Rights


 


The holders of the (i) founder
shares, which were issued in a private placement prior to the closing of our Initial Public Offering, (ii) private placement
warrants issued in a private placement simultaneously with the closing of our Initial Public Offering and the Class A ordinary
shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion
of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant
to a registration rights agreement. Pursuant to the registration rights agreement and assuming $1.5 million of working capital
loans are converted into private placement warrants, we will be obligated to register up to 18,736,667 Class A ordinary shares
and 8,386,667 warrants. The number of Class A ordinary shares includes (i) 10,350,000 Class A ordinary shares
to be issued upon conversion of the founder shares, (ii) 7,386,667 Class A ordinary shares underlying the private placement
warrants and (iii) 1,000,000 Class A ordinary shares underlying the private placement warrants issued upon conversion
of working capital loans. The number of warrants includes 8,386,667 private placement warrants including 1,000,000 private placement
warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
We will bear the expenses incurred in connection with the filing of any such registration statements.