Exhibit
4.5


 


Description of Securities 


 


As of December 31,
2020, we had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”): (i) our Class A ordinary shares, $0.0001 par value per share, (ii) our warrants, each whole warrant
exercisable for one ordinary share for $11.50 per share, and (iii) our units consisting of one ordinary share and one-half of one
redeemable warrant.


 


Pursuant to our amended
and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 Class A ordinary shares,
$0.0001 par value, 20,000,000 Class B ordinary shares, $0.0001 par value, and 2,000,000 shares of undesignated preferred
stock, $0.0001 par value. The following description summarizes the material terms of our shares, as set out more particularly in
our memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important
to you.


 


Units 


 


Each unit has an offering price of $10.00
and consists of one Class A ordinary share and one-half 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 this prospectus.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary
shares. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. The ordinary shares and warrants underlying the units
began to trade separately on October 8, 2020, and holders have the option to continue to hold units or separate their units into
the component securities.


 


Ordinary shares 


 


As of the date of the
Report, there were 44,187,500 ordinary shares outstanding, consisting of 35,562,500 public shares and 8,625,000 founder 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 holders of our founder shares will have the right to
appoint all of our directors prior to our initial business combination and holders of our Class A ordinary shares will not
be entitled to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and
articles of association may only be amended by the affirmative vote of holders of at least 90% of the ordinary shares represented
in person or by proxy and entitled to vote thereon and who vote at a general meeting. Unless specified in the Companies Law, our
amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority
of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders (other than the appointment
of directors), and the affirmative vote of a majority of our founder shares is required to approve the appointment of directors.
Approval of certain actions 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. There is no cumulative voting with respect to the appointment
of directors, with the result that the holders of more than 50% of the founder shares voted for the appointment of directors can
appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the Board
of Directors out of funds legally available therefor.


 


Because our amended and restated memorandum
and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into
a business combination, we may (depending on the terms of such a business combination) be required to increase the number of ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.


 


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


 






     


     


    

 


We will provide our Class A public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two
business days prior to the consummation of our initial business combination, including interest (which interest shall be net of
taxes payable) divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount
in the trust account is initially approximately $10.05 per public share (subject to increase of up to an additional
$0.198 per public share in the event that our sponsor elects to extend the period of time to consummate a business combination,
as described in more detail in this prospectus). The per-share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. 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, placement shares and public shares in connection with the completion of our initial business combination.


 


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


 


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 of the SEC, our amended and restated memorandum and articles of association will 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 initial public offering, which we refer to as the “Excess Shares.”
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders will continue to hold
that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market
transactions, potentially at a loss.


 


If we seek shareholder approval in
connection with our initial business combination, our sponsor, officers and directors have agreed (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote any founder shares and
placement shares held by them and any public shares purchased during or after our initial public offering in favor of our
initial business combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of
whether they vote for or against the proposed transaction.


 






     


     


    

 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination within 18 months from the closing of
our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time
to consummate a business combination, as described in more detail in this report), we will (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject
to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000
of interest to pay dissolution expenses) divided by the number of then-outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our Board of Directors, liquidate and dissolve, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our 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 and placement shares if we fail to complete our initial
business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our
initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this
report). However, if our sponsor acquires public shares, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


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


 


Founder shares and placement shares 


 


The founder shares and placement
shares are identical to the ordinary shares included in the units being sold in our initial public offering, and holders of
founder shares and placement shares have the same shareholder rights as public shareholders, except that (i) holders of
the founder shares have the right to vote on the appointment of directors prior to our initial business combination,
(ii) the founder shares and placement shares are subject to certain transfer restrictions, as described in more detail
below, and (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed (A) to waive their redemption rights with respect to their founder shares, placement shares and public
shares in connection with the completion of our initial business combination and (B) to waive their rights to
liquidating distributions from the trust account with respect to their founder shares and placement shares if we fail to
complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24
months from the closing of our initial public offering if we extend the period of time to consummate a business combination,
as described in more detail in this prospectus), although they will be entitled to liquidating distributions from the trust
account with respect to any public shares they hold if we fail to complete our initial business combination within such time
period and (iv) the founder shares will automatically convert into Class A ordinary shares at the time of our
initial business combination, 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 herein and in our amended and restated memorandum and articles of association.
If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have
agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to
vote any founder shares and placement shares held by them and any public shares purchased during or after our initial public
offering in favor of our initial business combination. As a result, in addition to our initial shareholder’s founder
shares, we would need only 13,468,751, or 39.04%, of the 34,500,000 public shares sold in our
initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have
our initial business combination approved. 


 






     


     


    

 


The founder shares will automatically convert
into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment
for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the
like, and subject to further adjustment, as provided herein and in our amended and restated memorandum and articles of association.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of
the amounts sold in our initial public offering and related to the closing of the business combination, the ratio at which founder
shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding
founder 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 founder shares will equal, in the aggregate on an as-if-converted
basis, 20% of the sum of all ordinary shares outstanding upon completion of our initial public offering plus all Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or
equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent
units (or their component securities) issued to our sponsor or its affiliates upon conversion of loans made to us). 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 connection with our initial business combination, including, but not limited to, a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are
issuable upon the conversion or exercise of convertible securities, warrants or similar securities.


 


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


 


	 	•	 	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 this public offering, the register of members shall be immediately updated to reflect the issue of shares by
us. Once our register of members has been updated, the shareholders recorded in the register of members shall be deemed to have
legal title to the shares set against their name. However, there are certain limited circumstances where an application may be
made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further,
the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where
it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification
of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination
by a Cayman Islands court.





 






     


     


    

 


Preference shares 


 


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


 


Redeemable warrants 


 


Public Shareholders’ Warrants 


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, as discussed below, at
any time commencing on the later of August 26, 2021 or 30 days after the completion of our initial business combination. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This
means that only a whole warrant may be exercised at any 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 purchase at least two 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 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 best efforts
to file, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable
for cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing,
if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within
a specified period following the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided
that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise
their warrants on a cashless basis.


 


 



     


     


    




Once the warrants become exercisable, we
may call the warrants for redemption (except as described herein with respect to the placement warrants):


 


	 	•	 	in whole and not in part; 


 


	 	•	 	at a price of $0.01 per warrant; 


 


	 	•	 	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and 


 


	 	•	 	if, and only if, the reported last sale price of the Class A ordinary shares equal or exceed $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. 


 


If and when the warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use
our best efforts to register or qualify such shares under the blue sky laws of the state of residence in those states in which
the warrants were offered by us in our initial public offering.


 


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 well as the $11.50 warrant exercise price after the redemption
notice is issued.


 


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


 


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


 






     


     


    

 


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


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A ordinary shares on account of such Class A ordinary shares (or other ordinary shares into which the warrants
are convertible), other than (a), as described above, (b) certain ordinary cash dividends of not greater than $0.10 per
share per annum (subject to adjustment), (c) to satisfy the redemption rights of the holders of Class A ordinary shares
in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A
ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
to (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with
an initial business combination or to redeem 100% of our Class A public shares if we do not complete our initial business
combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial
public offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus)
or (ii) with respect to any other material provisions relating to shareholders’ rights prior to initial business combination
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 split or reclassification of Class A
ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion
to such decrease in issued and outstanding Class A ordinary shares. Whenever the number of Class A ordinary shares purchasable
upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the
warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of
Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the
denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


 






     


     


    

 


In 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 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 our Class A
ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the
warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such
holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will
become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been
made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection
with redemption rights held by shareholders of the company, as provided for in the company’s amended and restated
memorandum and articles of association or as a result of the redemption of 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 thirty 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, which will be filed as an exhibit to the registration statement of which this prospectus
is a part, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval by the holders of at least a majority of the then-outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public warrants.


 


In addition, if (x) we issue additional
Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (as adjusted for share splits,
share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective
issue price to be determined in good faith by our Board of Directors and, in the case of any such issuance to our sponsor or its
affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such
issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and (z) the Market Value is below $9.20 per share (as adjusted for share splits,
share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the
$18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrant certificate on or prior
to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate
completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable),
by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have
the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants and
receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.


 






     


     


    

 


Warrants may be exercised only for a
whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the warrants. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder.


 


Placement warrants 


 


The placement warrants (including the Class A
ordinary shares issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions, as described under “Principal
Shareholders—Transfers of Founder Shares and Private Placement Units,” to our officers and directors and other persons
or entities affiliated with the sponsor) and they will not be redeemable by us and will be exercisable on a cashless basis, so
long as they are held by the sponsor or its permitted transferees. Otherwise, the placement warrants have terms and provisions
that are identical to those of the warrants being sold as part of the units in our initial public offering. If the placement warrants
are held by holders other than the sponsor or their permitted transferees, the 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.


 


If holders of the placement warrants elect to exercise them
on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Class A
ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average reported last sale 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 our sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. 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.


 


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. Further, 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 liabilities, including judgments, costs and reasonable counsel fees that may arise
out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful
misconduct or bad faith of the indemnified person or entity.


 


Certain differences in corporate law 


 


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


 






     


     


    

 



 


Mergers and Similar Arrangements 


 


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


 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 66 2/3% in value who being entitled to do so, attend and vote at a general meeting) of the shareholders of each company;
or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association.
No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued
shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security
interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of
Companies is satisfied that the requirements of the Companies Law (which includes certain other formalities) have been complied
with, the Registrar of Companies will register the plan of merger or consolidation.


 


Where the merger or consolidation involves
a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the
requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional
documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those
laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other
similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign
company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in
any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; 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 their
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 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 on a price within such 30-day period, within 20 days following the date on which such 30-day period
expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine
the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with
whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition,
the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid
by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list
filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights
of a dissenting shareholder are not be available in certain circumstances, for example, to dissenters holding shares of any
class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at
the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national
securities exchange or shares of the surviving or consolidated company.


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


Squeeze-out Provisions 


 


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


 






     


     


    

 


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


 


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 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, or be of a kind the enforcement of which is, contrary to natural
justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public
policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special considerations for exempted companies. 


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Our amended and restated memorandum and articles of association



 


Our amended and restated memorandum and
articles of association contains certain requirements and restrictions relating to our initial public offering that will apply
to us until the completion of our initial business combination.


 


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


 


Our sponsor, who beneficially owns 21.92%
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 it chooses. Specifically, our amended and restated memorandum and articles of association
will provide, among other things, that:


 


	 	•	 	if we are unable to complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve; 


 


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


 






     


     


    

 


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


 


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


 


	 	•	 	so long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination; 


 


	 	•	 	if our shareholders approve an amendment to our amended and restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering (or up to 24 months from the closing of our initial public offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) or (ii) with respect to any other material provisions relating to shareholders’ rights prior to the initial business combination 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-outstanding public shares; and


 


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


 


In addition, our amended and restated memorandum
and articles of association will 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 either immediately prior to or upon consummation of our initial business combination.


 


The Companies Law permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a majority of at least two-thirds
of such company’s members as being entitled to do so, vote in person or by proxy 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 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 


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Certain anti-takeover provisions of our amended and restated
memorandum and articles of association 


 


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


 


Securities eligible for future sale 


 


As of the date of
this report, there were 44,187,500 ordinary shares issued and outstanding. Of these shares, the 34,500,000 ordinary shares
sold in our initial public offering are freely tradable without restriction or further registration under the Securities Act,
except for the 1,062,500 ordinary shares underlying the units purchased by our sponsor and any other shares purchased by one
of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 8,625,000 founder shares and
all 531,250 placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not
involving a public offering, and are subject to transfer restrictions as more fully described in our final prospectus.


 






     


     


    

 


Rule 144 


 


Pursuant to Rule 144, a person who has beneficially
owned restricted ordinary shares or warrants for at least six months would be entitled to sell their securities provided that (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
ordinary shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any
three-month period only a number of securities that does not exceed the greater of:


 


	 	•	 	1% of the total number of Class A ordinary shares then-outstanding, or 345,000 Class A ordinary shares as of the date of this report; or 


 


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


 


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


 


Restrictions on the use of Rule 144 by shell companies or
former shell companies 


 


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


 


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


 


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


 


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


 


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


 


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


 


Registration rights 


 


We have entered into a registration rights
agreement with respect to the founder shares, private placement units (and their component securities) and units issued upon conversion
of working capital loans (and their component securities) (if any).


 






     


     


    

 


Listing of securities 


 


Our units, Class A ordinary shares
and warrants are listed on Nasdaq under the symbols “BTAQU,” “BTAQ” and “BTAQW”.