Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITES REGISTERED PURSUANT TO SECTION 12 OF


THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


The
following summary describes the Class A Ordinary Shares, par value $0.0001 per share (“Ordinary Shares”) of Bridgetown
Holdings Limited (the “Company,” “we,” “us,” and “our”), the Redeemable Public
Warrants (“Public Warrants”), and the Units, each consisting of one Class A Ordinary Share and one-third of one Public
Warrant (“Units”) which are the only securities of the Company registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended.


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 Class A
ordinary shares, $0.0001 par value, 20,000,000 Class B ordinary shares, $0.0001 par value, and 2,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock.


 


Units


 


Each
unit consists of one Class A ordinary share and one-third of one warrant. Each whole warrant entitles the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade
a whole warrant.


 


Class
A Ordinary Shares 


 


Class
A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters
to be voted on by shareholders and vote together as a single class, except as required by law; provided, that holders of our Class
B ordinary shares have the right to appoint all of our directors prior to our initial business combination and holders of our
Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. These provisions of our
amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90%
of our ordinary shares voting in a general meeting. Unless specified in the Companies Law, our amended and restated memorandum
and articles of association or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that
are voted is required to approve any such matter voted on by our shareholders (other than the appointment of directors), and the
affirmative vote of a majority of our Class B Ordinary Shares is required to approve the appointment of directors. Approval of
certain actions requires a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum and
articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. Directors are elected for a term of two years. There is no cumulative
voting with respect to the appointment of directors, with the result that the holders of more than 50% of the Class B Ordinary
Shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


We
will provide our Class A public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account as of two business days prior to the consummation of our initial business combination, including interest (which
interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitations
described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by
the deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a
letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Class B Ordinary
Shares and public shares in connection with the completion of our initial business combination.


 






     


     


    

 


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


 


If
we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides
that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its
shares with respect to more than an aggregate of 15% of the Class A ordinary shares sold in our initial public offering, which
we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all
of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to
redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders
will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a
result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would
be required to sell their shares in open market transactions, potentially at a loss. We may waive this restriction in our sole
discretion.


 


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


 


We
have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash
dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition,
our board of directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable
future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may
agree to in connection therewith.


 






    2


     


    

 


Class
B Ordinary Shares/Founder Shares —


 


The
Class B Ordinary Shares, or founder shares, are identical to the public shares, and holders of Class B Ordinary Shares have the
same shareholder rights as public shareholders, except that (i) holders of the Class B Ordinary Shares have the right to vote
on the appointment of directors prior to our initial business combination, (ii) the Class B Ordinary Shares are subject to certain
transfer restrictions, as described in more detail below, and (iii) our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their Class B Ordinary
Shares and public shares in connection with the completion of our initial business combination and (B) to waive their rights to
liquidating distributions from the trust account with respect to their Class B Ordinary Shares if we fail to complete our initial
business combination by October 20, 2022, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period and (iv)
the Class B Ordinary Shares will automatically convert into Class A ordinary shares at the time of our initial business combination,
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and unless otherwise provided in our initial
business combination agreement, as described herein and in our amended and restated memorandum and articles of association.


 


The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination
on a one-for-one basis (unless otherwise provided in our initial business combination agreement), subject to adjustment for share
subdivisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like, and subject to further
adjustment as provided herein and in our amended and restated memorandum and articles of association. In the case that additional
Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial
public offering and related to the closing of the business combination, the ratio at which Class B ordinary shares shall convert
into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary
shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of
all ordinary shares issued and outstanding upon completion of our initial public offering plus all Class A ordinary shares and
equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants
issued to our sponsor or its affiliates upon conversion of loans made to us). Holders of Class B Ordinary Shares may also elect
to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above,
at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable
or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination,
including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes
of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or
similar securities.


 


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


 






    3


     


    

 


Redeemable
warrants


 


Each
whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering
or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any
given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants
will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


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


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our best efforts to file, and within 60 business days following our initial business combination to have
declared effective, a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants. We will
use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and
a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
No warrants will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not
effective within a specified period following the consummation of our initial business combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities
Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be
able to exercise their warrants on a cashless basis. Notwithstanding the above, if our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the
event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not
so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.


 


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


 






    4


     


    

 


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


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price as well
as the $11.50 warrant exercise price after the redemption notice is issued.


 


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


 


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


 






    5


     


    

 


In
addition, if we, at any time while the warrants are issued and outstanding and unexpired, pay a dividend or make a distribution
in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other
ordinary shares into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends
of not greater than $0.10 per share per annum (subject to adjustment), (c) to satisfy the redemption rights of the holders of
Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the
holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our Class A ordinary shares if we do not complete our initial business combination by October
20, 2022, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such
event.


 


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


 


Whenever
the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x)
the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately
prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately
thereafter.


 


In
case of any reclassification or reorganization of the issued and outstanding Class A ordinary shares (other than those described
above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of our Class A ordinary shares
immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder
had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount
of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of
the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election,
and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or
redemption offer made by the company in connection with redemption rights held by shareholders of the company as provided for
in the company’s amended and restated memorandum and articles of association or as a result of the redemption of Class A
ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company for
approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members
of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with
any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer
and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of ordinary
shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty
days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the per share consideration minus Black-Scholes Warrant Value of the warrant.


 






    6


     


    

 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the
then issued and outstanding public warrants to make any change that adversely affects the interests of the registered holders
of public warrants.


 


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


 


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


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim.


 


 


7