Exhibit 4.5

      

      

      Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

       

      As of December 31, 2020, Atlantic Avenue Acquisition Corp (“we,” “our,” “us” or the “Company”) had the following three classes of securities
        registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A common stock, $0.0001 par value per share (“Class A common stock” or “public shares”), (ii) its warrants, exercisable for one share
        of Class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-half of one warrant to purchase one share of Class A common stock.

       

      The following summary includes a brief description of such securities as well as a description of the Company’s Class B common stock, par value
        $0.0001 per share (the “Class B common stock” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act but is convertible into shares of Class A common stock. The description of the Class B common stock is necessary
        to understand the material terms of the Class A common stock. References to our “founders” refer to Atlantic Avenue Partners LLC and ASA Co-Investment LLC. The following also summarizes certain provisions of the General Corporation Law of the State
        of Delaware (the “DGCL”) and is subject to and qualified in its entirely by reference to the DGCL.

      

      

      General

       

      Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 300,000,000 shares of Class A common stock,
        30,000,000 shares of Class B common stock and 1,000,000 shares of undesignated preferred stock, $0.0001 par value each.

       

      Units

       

      Each unit consists of one whole share of our Class A common stock and one‐half of one warrant. Each whole warrant entitles the holder thereof to
        purchase one share of our Class A common stock at a price of $11.50 per share, subject to an adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of the Company’s Class A
        common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have been or will be issued upon separation of the units and only whole warrants are traded.

       

      Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business
        combination.

       

      Common Stock

       

      Holders of the Class A common stock and Class B common stock of record are entitled to one vote for each share held on all matters to be voted on by
        stockholders and will vote together as a single class, except as required by applicable law or the rules of the New York Stock Exchange (the “NYSE”) then in effect; provided, that holders of our Class B common stock have the right to elect all of
        our directors prior to our initial business combination and holders of our Class A common stock are not entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may
        only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the
        DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders (other than the election of directors), and the affirmative
        vote of a majority of our founder shares is required to approve the election of directors prior to our initial business combination. Directors are elected for a term of two years. There is no cumulative voting with respect to the election of
        directors, with the result that the holders of more than 50% of the founder shares voted for the election of directors can elect all of the directors prior to our initial business combination. In connection with our initial business combination, we
        may enter into a stockholders agreement or other agreements with the stockholders of the target with respect to voting and other corporate governance matters following the completion of the initial business combination. Our stockholders 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 certificate of incorporation authorizes the issuance of up to 300,000,000 shares of Class A common stock, 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 shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on
        the business combination to the extent we seek stockholder approval in connection with our initial business combination.

       

      In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year
        end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by
        written consent in lieu of such a meeting. In addition, as holders of shares of our Class A common stock, our public stockholders do not have the right to vote on the election of directors prior to completion of our initial business combination. We
        may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business
        combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

       

      We will provide our public stockholders 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 described herein. The amount in the trust account was initially
        $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 marketing fee we will pay to the underwriters upon consummation of an initial business combination. The
        redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Each of our founders, 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 any founder shares and any public shares held by them in connection with the completion of our initial business combination.

       

      Unlike some other blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business
        combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is not
        required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, 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 certificate of incorporation 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 stockholder approval of the transaction is required by
        applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to
        the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business
        combination (or, if the applicable rules of the NYSE then in effect require, a majority of the outstanding shares of common stock held by public stockholders are voted in favor of the business transaction). Unless restricted by NYSE rules, a quorum
        for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock the company entitled to vote at
        such meeting. Unless restricted by NYSE rules, our initial stockholders will count towards such quorum. However, the participation of our founders, officers, directors, advisors or any of their 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 stockholders vote, or indicate their intention to vote, against such business combination unless restricted by
        applicable NYSE rules. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, 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.

       

      
        2

        
          


      

      If we seek stockholder approval in connection with our initial business combination, our founders, officers and directors have agreed (and their
        permitted transferees will agree), pursuant to the terms of letter agreements entered into with us, to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial
        stockholders’ founder shares, we would need 9,375,001, or approximately 37.5% (assuming all outstanding shares are voted), or 1,562,501, or 6.25% (assuming only the minimum number of shares representing a quorum are voted) of the 25,000,000 public
        shares sold in the initial public offering to be voted in favor of an initial business combination in order to have such initial business combination approved (or, if the applicable rules of the NYSE then in effect require approval by a majority of
        the votes cast by public stockholders, we would need 12,500,001 of public shares sold in the initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have such initial business
        combination approved). Additionally, each public stockholder may elect to redeem its public shares without voting, and if it does vote, irrespective of whether it votes for or against the proposed transaction. These quorum and voting thresholds and
        the letter agreements may make it more likely that we will consummate our initial business combination.

       

      If we seek stockholder 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 certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder 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 of common stock sold in the initial public offering, which we refer
        to as the “Excess Shares,” without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability
        to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
        Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in
        order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.

       

      Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 24 months from
        the closing of the initial public offering, 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 earned on the funds held in the trust account and not previously released to
        us to pay our taxes (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 stockholders’ rights as stockholders (including the right
        to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each
        case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Each of our founders, 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 any founder shares held by them if we fail to complete our initial business combination within 24 months from the closing of the initial public
        offering. However, if our founders, officers and directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination
        within the prescribed time period.

       

      In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders 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 stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
        rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, upon the completion of our initial business combination, subject to the limitations described herein.

       

      
        3

        
          


      

      Founder Shares

       

      The founder shares are identical to the shares of Class A common stock included in the units sold in the initial public offering, and holders of
        founder shares have the same stockholder rights as public stockholders, except that: (i) only holders of the founder shares have the right to vote on the election of directors prior to our initial business combination; (ii) the founder shares are
        subject to certain transfer restrictions; (iii) each of our founders, 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 any founder shares
        and any public shares held by them in connection with (1) the completion of our initial business combination and (2) a stockholder vote to amend our amended and restated certificate of incorporation (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 the initial public offering or (B)
        with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (B) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if
        we fail to complete our initial business combination within 24 months from the closing of the initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if
        we fail to complete our initial business combination within the prescribed time frame); (iv) the founder shares are automatically convertible into our Class A common stock 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 (v) the founder shares are entitled to registration rights. If we submit our initial business combination to our public
        stockholders for a vote, our founders, officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of letter agreements entered into with us, to vote any founder shares and any public shares held by them
        in favor of our initial business combination.

       

      The shares of Class B common stock will automatically convert into shares of our Class A common stock at the time of our initial business combination,
        or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that
        additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the initial public offering and related to the closing of our initial business combination, the ratio at which
        shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any
        such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of
        shares of common stock outstanding upon the completion of the initial public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any
        shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination.

       

      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 founders, each of whom will be subject to the same transfer restrictions) until the earliest to occur of: (A) one year after the completion of our initial business combination; (B) subsequent to our initial business
        combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 (C) the date following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange, reorganization or
        other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property. The founder shares held by ASA Co-Investment are deemed underwriters’
        compensation by the Financial Industry Regulatory Authority (“FINRA”) pursuant to FINRA Rule 5110 and are subject to a 360-day lock-up, including the 180-day lock-up from the commencement of sales of the initial public offering in accordance with
        FINRA Rule 5110(e)(1).

       

      Preferred Stock

       

      Our amended and restated certificate of incorporation authorizes 1,000,000 shares of undesignated preferred stock and provides that shares of preferred
        stock may be issued from time to time in one or more series.

       

      
        4

        
          


      

      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 stockholder approval, issue preferred stock with voting and other rights that could
        adversely affect the voting power and other rights of the holders of common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder 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 preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you
        that we will not do so in the future.

       

      Redeemable Warrants

       

      Public Stockholders’ Warrants

       

      Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to
        adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the initial public offering and 30 days after the completion of our initial business combination. A warrant holder may exercise its warrants only
        for a whole number of share of Class A common stock. 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 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; provided, however, that the private placement warrants issued to ASA Co-Investment will not be exercisable more than five years from the commencement of sales of the offering in accordance with FINRA Rule
        5110(g)(8)(C).

       

      We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such
        warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to our
        satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the
        issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not
        satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In 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 share of Class A common stock 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 best efforts to file with the SEC a registration statement registering the issuance under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to
        cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of
        the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the
        definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
        Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
        is not available.

       

      
        5

        
          


      

      Redemptions of warrants for cash. Once the warrants become
        exercisable, we may redeem the 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 shares of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
                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 exercise our redemption right even if we are unable to register or qualify the underlying
        securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

       

      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 common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant
        exercise price after the redemption notice is issued.

       

      Redemption of warrants for Class A common stock. Commencing
        90 days after 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 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 common stock (as defined below) except as otherwise described below;

            


       

      	

            	•	
              if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
                recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders;

            


       

      	

            	•	
              if, and only if, the private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public
                warrants, as described above; and

            


       

      	

            	•	
              if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current
                prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

            


       

      The numbers in the table below represent the number of shares of Class A common stock 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 common stock 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 the average of the last reported sales price 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, 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.

       

      Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the
        Class A common stock has 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 shares of Class A common
        stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

       

      
        6

        
          


      

      The stock 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 is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment,
        multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so
        adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.

       

      	
              Redemption Date

            	
              ​

            	
              ​

            	
              Fair Market Value of Class A Common Stock

            
	
              (period to expiration of warrants)

            	
              ​

            	
              ​

            	
              10.00

            	
              ​

            	
              ​

            	
              11.00

            	
              ​

            	
              ​

            	
              12.00

            	
              ​

            	
              ​

            	
              13.00

            	
              ​

            	
              ​

            	
              14.00

            	
              ​

            	
              ​

            	
              15.00

            	
              ​

            	
              ​

            	
              16.00

            	
              ​

            	
              ​

            	
              17.00

            	
              ​

            	
              ​

            	
              18.00

            
	
              57 months

            	
              ​

            	
              ​

            	
              0.257

            	
              ​

            	
              ​

            	
              0.277

            	
              ​

            	
              ​

            	
              0.294

            	
              ​

            	
              ​

            	
              0.310

            	
              ​

            	
              ​

            	
              0.324

            	
              ​

            	
              ​

            	
              0.337

            	
              ​

            	
              ​

            	
              0.348

            	
              ​

            	
              ​

            	
              0.358

            	
              ​

            	
              ​

            	
              0.365

            
	
              54 months

            	
              ​

            	
              ​

            	
              0.252

            	
              ​

            	
              ​

            	
              0.272

            	
              ​

            	
              ​

            	
              0.291

            	
              ​

            	
              ​

            	
              0.307

            	
              ​

            	
              ​

            	
              0.322

            	
              ​

            	
              ​

            	
              0.335

            	
              ​

            	
              ​

            	
              0.347

            	
              ​

            	
              ​

            	
              0.357

            	
              ​

            	
              ​

            	
              0.365

            
	
              51 months

            	
              ​

            	
              ​

            	
              0.246

            	
              ​

            	
              ​

            	
              0.268

            	
              ​

            	
              ​

            	
              0.287

            	
              ​

            	
              ​

            	
              0.304

            	
              ​

            	
              ​

            	
              0.320

            	
              ​

            	
              ​

            	
              0.333

            	
              ​

            	
              ​

            	
              0.346

            	
              ​

            	
              ​

            	
              0.357

            	
              ​

            	
              ​

            	
              0.365

            
	
              48 months

            	
              ​

            	
              ​

            	
              0.241

            	
              ​

            	
              ​

            	
              0.263

            	
              ​

            	
              ​

            	
              0.283

            	
              ​

            	
              ​

            	
              0.301

            	
              ​

            	
              ​

            	
              0.317

            	
              ​

            	
              ​

            	
              0.332

            	
              ​

            	
              ​

            	
              0.344

            	
              ​

            	
              ​

            	
              0.356

            	
              ​

            	
              ​

            	
              0.365

            
	
              45 months

            	
              ​

            	
              ​

            	
              0.235

            	
              ​

            	
              ​

            	
              0.258

            	
              ​

            	
              ​

            	
              0.279

            	
              ​

            	
              ​

            	
              0.298

            	
              ​

            	
              ​

            	
              0.315

            	
              ​

            	
              ​

            	
              0.330

            	
              ​

            	
              ​

            	
              0.343

            	
              ​

            	
              ​

            	
              0.356

            	
              ​

            	
              ​

            	
              0.365

            
	
              42 months

            	
              ​

            	
              ​

            	
              0.228

            	
              ​

            	
              ​

            	
              0.252

            	
              ​

            	
              ​

            	
              0.274

            	
              ​

            	
              ​

            	
              0.294

            	
              ​

            	
              ​

            	
              0.312

            	
              ​

            	
              ​

            	
              0.328

            	
              ​

            	
              ​

            	
              0.342

            	
              ​

            	
              ​

            	
              0.355

            	
              ​

            	
              ​

            	
              0.364

            
	
              39 months

            	
              ​

            	
              ​

            	
              0.221

            	
              ​

            	
              ​

            	
              0.246

            	
              ​

            	
              ​

            	
              0.269

            	
              ​

            	
              ​

            	
              0.290

            	
              ​

            	
              ​

            	
              0.309

            	
              ​

            	
              ​

            	
              0.325

            	
              ​

            	
              ​

            	
              0.340

            	
              ​

            	
              ​

            	
              0.354

            	
              ​

            	
              ​

            	
              0.364

            
	
              36 months

            	
              ​

            	
              ​

            	
              0.213

            	
              ​

            	
              ​

            	
              0.239

            	
              ​

            	
              ​

            	
              0.263

            	
              ​

            	
              ​

            	
              0.285

            	
              ​

            	
              ​

            	
              0.305

            	
              ​

            	
              ​

            	
              0.323

            	
              ​

            	
              ​

            	
              0.339

            	
              ​

            	
              ​

            	
              0.353

            	
              ​

            	
              ​

            	
              0.364

            
	
              33 months

            	
              ​

            	
              ​

            	
              0.205

            	
              ​

            	
              ​

            	
              0.232

            	
              ​

            	
              ​

            	
              0.257

            	
              ​

            	
              ​

            	
              0.280

            	
              ​

            	
              ​

            	
              0.301

            	
              ​

            	
              ​

            	
              0.320

            	
              ​

            	
              ​

            	
              0.337

            	
              ​

            	
              ​

            	
              0.352

            	
              ​

            	
              ​

            	
              0.364

            
	
              30 months

            	
              ​

            	
              ​

            	
              0.196

            	
              ​

            	
              ​

            	
              0.224

            	
              ​

            	
              ​

            	
              0.250

            	
              ​

            	
              ​

            	
              0.274

            	
              ​

            	
              ​

            	
              0.297

            	
              ​

            	
              ​

            	
              0.316

            	
              ​

            	
              ​

            	
              0.335

            	
              ​

            	
              ​

            	
              0.351

            	
              ​

            	
              ​

            	
              0.364

            
	
              27 months

            	
              ​

            	
              ​

            	
              0.185

            	
              ​

            	
              ​

            	
              0.214

            	
              ​

            	
              ​

            	
              0.242

            	
              ​

            	
              ​

            	
              0.268

            	
              ​

            	
              ​

            	
              0.291

            	
              ​

            	
              ​

            	
              0.313

            	
              ​

            	
              ​

            	
              0.332

            	
              ​

            	
              ​

            	
              0.350

            	
              ​

            	
              ​

            	
              0.364

            
	
              24 months

            	
              ​

            	
              ​

            	
              0.173

            	
              ​

            	
              ​

            	
              0.204

            	
              ​

            	
              ​

            	
              0.233

            	
              ​

            	
              ​

            	
              0.260

            	
              ​

            	
              ​

            	
              0.285

            	
              ​

            	
              ​

            	
              0.308

            	
              ​

            	
              ​

            	
              0.329

            	
              ​

            	
              ​

            	
              0.348

            	
              ​

            	
              ​

            	
              0.364

            
	
              21 months

            	
              ​

            	
              ​

            	
              0.161

            	
              ​

            	
              ​

            	
              0.193

            	
              ​

            	
              ​

            	
              0.223

            	
              ​

            	
              ​

            	
              0.252

            	
              ​

            	
              ​

            	
              0.279

            	
              ​

            	
              ​

            	
              0.304

            	
              ​

            	
              ​

            	
              0.326

            	
              ​

            	
              ​

            	
              0.347

            	
              ​

            	
              ​

            	
              0.364

            
	
              18 months

            	
              ​

            	
              ​

            	
              0.146

            	
              ​

            	
              ​

            	
              0.179

            	
              ​

            	
              ​

            	
              0.211

            	
              ​

            	
              ​

            	
              0.242

            	
              ​

            	
              ​

            	
              0.271

            	
              ​

            	
              ​

            	
              0.298

            	
              ​

            	
              ​

            	
              0.322

            	
              ​

            	
              ​

            	
              0.345

            	
              ​

            	
              ​

            	
              0.363

            
	
              15 months

            	
              ​

            	
              ​

            	
              0.130

            	
              ​

            	
              ​

            	
              0.164

            	
              ​

            	
              ​

            	
              0.197

            	
              ​

            	
              ​

            	
              0.230

            	
              ​

            	
              ​

            	
              0.262

            	
              ​

            	
              ​

            	
              0.291

            	
              ​

            	
              ​

            	
              0.317

            	
              ​

            	
              ​

            	
              0.342

            	
              ​

            	
              ​

            	
              0.363

            
	
              12 months

            	
              ​

            	
              ​

            	
              0.111

            	
              ​

            	
              ​

            	
              0.146

            	
              ​

            	
              ​

            	
              0.181

            	
              ​

            	
              ​

            	
              0.216

            	
              ​

            	
              ​

            	
              0.250

            	
              ​

            	
              ​

            	
              0.282

            	
              ​

            	
              ​

            	
              0.312

            	
              ​

            	
              ​

            	
              0.339

            	
              ​

            	
              ​

            	
              0.363

            
	
              9 months

            	
              ​

            	
              ​

            	
              0.090

            	
              ​

            	
              ​

            	
              0.125

            	
              ​

            	
              ​

            	
              0.162

            	
              ​

            	
              ​

            	
              0.199

            	
              ​

            	
              ​

            	
              0.237

            	
              ​

            	
              ​

            	
              0.272

            	
              ​

            	
              ​

            	
              0.305

            	
              ​

            	
              ​

            	
              0.336

            	
              ​

            	
              ​

            	
              0.362

            
	
              6 months

            	
              ​

            	
              ​

            	
              0.065

            	
              ​

            	
              ​

            	
              0.099

            	
              ​

            	
              ​

            	
              0.137

            	
              ​

            	
              ​

            	
              0.178

            	
              ​

            	
              ​

            	
              0.219

            	
              ​

            	
              ​

            	
              0.259

            	
              ​

            	
              ​

            	
              0.296

            	
              ​

            	
              ​

            	
              0.331

            	
              ​

            	
              ​

            	
              0.362

            
	
              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

            


       

      
        7

        
          


      

      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 shares of Class A common stock 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 average last reported sale price of our Class A common stock for the
        10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $11 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 common stock 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 average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to 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 common stock for each whole warrant. In no event will the warrants be
        exercisable in connection with this redemption feature for more than 0.365 shares of Class A common stock per warrant. Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a
        cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock.

       

      This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a
        redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the
        outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock 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 for cash.” 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 this 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 and we
        will be required to pay the 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 common stock is 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 common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A common stock than they would have received if they had
        chosen to wait to exercise their warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.

       

      No fractional shares of Class A common stock 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 common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common
        stock 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.

       

      
        8

        
          


      

      Redemption procedures and cashless exercise. If we call the
        warrants for redemption as described above under “—Redemption of warrants for cash,” 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 stockholders of issuing the
        maximum number of shares of Class A common stock 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
        shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
        price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of shares of the Class A common stock 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 shares of Class A common stock 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 initial
        stockholders and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had
        all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

       

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

       

      Anti-dilution Adjustments. If the number of outstanding
        shares of our Class A common stock is increased by a stock dividend payable in shares of Class A common stock to substantially all holders of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on
        the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common
        stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common
        stock equal to the product of (i) the number of shares of Class A common stock 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
        common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock 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 common stock, in determining the price payable for Class A common stock, 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 common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common
        stock 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 holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock 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 common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in
        connection with a stockholder vote to amend our amended and restated certificate of incorporation (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 the initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
        combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of
        such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

       

      
        9

        
          


      

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

       

      Whenever the number of shares of Class A common stock 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 shares of Class A common stock purchasable upon the exercise of the
        warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.

       

      In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely
        affects the par value of such shares of Class A common stock), 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 outstanding shares of Class A common stock), 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 shares of Class
        A common stock 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 stockholders of the company as provided for in the company’s amended and restated
        certificate of incorporation or bylaws or as a result of the redemption of Class A common stock by the company if a proposed initial business combination is presented to the stockholders 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 outstanding Class A common stock, 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 stockholder 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 common stock 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 common
        stock in such a transaction is payable in the form of Class A common stock 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 the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.

       

      The warrants were 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 is filed as an exhibit to our annual report on Form 10-K, 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 50% of the then outstanding public warrants to make any change that
        adversely affects the interests of the registered holders of public warrants.

       

      
        10

        
          


      

      In addition, if we issue additional shares of common stock 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 share of common stock (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 initial stockholders or their respective affiliates, without taking into account any founder shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
        115% of the newly issued price.

       

      The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
        and receive shares of Class A common stock. After the issuance of shares of Class A common stock 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 stockholders.

       

      Private Placement Warrants

       

      The private placement warrants are identical to the warrants sold as part of the units in the initial public offering except that, so long as they are
        held by our initial stockholders or their permitted transferees, (i) they are not redeemable by us (except as described above under “—Public Stockholders’ Warrants—Redemption of warrants for Class A common stock”), (ii) they are not 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 the initial stockholders), (iii) they
        may be exercised by the holders on a cashless basis, (iv) they (including the shares of Class A common stock issuable upon exercise of these warrants) are entitled to registration rights and (v) with respect to private placement warrants held by
        ASA Co-Investment, are subject to a 360-day lock-up, including the 180-day lock-up from the commencement of sales of the offering in accordance with FINRA Rule 5110(e)(1), and are not be exercisable more than five years from the commencement of
        sales of the offering in accordance with FINRA Rule 5110(g)(8)(C). If the private placement warrants are held by holders other than our initial stockholders or their permitted transferees, the private placement warrants are reedeemable by us in all
        redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the initial public offering.

       

      If holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or
        its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
        (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock 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 initial stockholders and their 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 stockholders who could exercise their warrants and sell the shares of Class A common stock 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 common stock to date and do not intend to pay cash dividends prior to the completion of our initial business
        combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any
        cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock
        dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

       

      
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      Our Transfer Agent and Warrant Agent

       

      The transfer agent for our common stock 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 stockholders, 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.

       

      Our Amended and Restated Certificate of Incorporation

       

      Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to the initial public offering that apply
        to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of our common stock.

       

      Our initial stockholders, who collectively beneficially owned 20% of our common stock upon the closing of the initial public offering, may participate
        in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:

       

      	

            	•	
              if we are unable to complete our initial business combination within 24 months from the closing of the initial public offering, 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 earned on the funds held in the trust account and not previously released to us to pay our taxes (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 stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as
                promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
                claims of creditors and the requirements of other applicable law;

            


       

      	

            	•	
              prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or
                (ii) vote as a class with our public shares on any initial business combination;

            


       

      	

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

            


       

      	

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

            


       

      	

            	•	
              As long as our securities are listed on the NYSE, our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at
                least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of our signing a definitive
                agreement in connection with our initial business combination;

            


       

      
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            	•	
              if our stockholders approve an amendment to our amended and restated certificate of incorporation (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 the initial public offering or (B) with respect to any other
                provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock 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; and

            


       

      	

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

            


       

      In addition, our amended and restated certificate of incorporation provides 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.

       

      Certain Anti‐Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws

       

      We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under
        certain circumstances, from engaging in a “business combination” with:

       

      	

            	•	
              a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);

            


       

      	

            	•	
              an affiliate of an interested stockholder; or

            


       

      	

            	•	
              an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.

            


       

      A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

       

      	

            	•	
              our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;

            


       

      	

            	•	
              after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
                the time the transaction commenced, other than statutorily excluded shares of common stock; or

            


       

      	

            	•	
              on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written
                consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

            


       

      Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage
        an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise

       

      
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      Exclusive Forum for Certain Lawsuits

       

      Unless we consent in writing to the selection of an alternative forum, our amended and restated certificate of incorporation requires that the Court of
        Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any
        action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision
        of the DGCL or our amended and restated certificate of incorporation or bylaws or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine, except any action (A) as to which the
        Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of
        Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery of the State of Delaware, (C) for which the Court of Chancery of the State of Delaware
        does not have subject matter jurisdiction or (D) arising under the Securities Act, as to which the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an
        action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the
        application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our
        directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

       

      Our amended and restated certificate of incorporation provides that the exclusive forum provision be applicable to the fullest extent permitted by
        applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum
        provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for
        federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation provides that the Court of
        Chancery of the State of Delaware and the federal district court for the District of Delaware shall have concurrent jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce
        such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

       

      Special Meeting of Stockholders

       

      Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive
        Officer or by our Chairman.

       

      Advance Notice Requirements for Stockholder Proposals and Director Nominations

       

      Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as
        directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the
        close of business on the 90th nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion
        in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing
        matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

       

      Registration Rights

       

      The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans, if any, have
        registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A common stock) pursuant to a registration rights agreement to be entered into on or
        prior to the closing of the initial public offering. These holders are entitled to make up to three demands (ASA Co-Investment is entitled to one demand in accordance with FINRA Rule 5110(g)(8)(B)), excluding short form registration demands, that
        we register such securities for sale under the Securities Act. In addition, these holders have certain “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for
        resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing ASA Co-Investment may not exercise its demand or “piggyback” registration rights after five and seven years, respectively, after the commencement of
        sales of the offering and may not exercise its demand rights on more than one occasion. We will bear the costs and expenses incurred in connection with filing any such registration statements.

       

      
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      Listing of Securities

       

      We have listed our units, Class A common stock and warrants on the NYSE under the symbols “ASAQ.U,” “ASAQ” and “ASAQ WS,” respectively.

       

       

      

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