Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES 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 will consist of
200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock,
$0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that
is important to you. As of December 31, 2020, there were 60,000,000 shares of Class A common stock and 15,000,000 shares of
Class B common stock of the registrant issued and outstanding. Defined terms used herein and not defined herein shall have
the meaning ascribed to such terms in the company’s annual report.


 


Units


 


Each unit has an offering price of $10.00
and consists of one share of Class A common stock and one-third of one redeemable 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 adjustment
as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of 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 will be issued upon separation of the units and only whole warrants will trade.


 


Common Stock


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock will have
the right to elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted
to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote
together as a single class, except as required by applicable law or stock exchange rule. These provisions of our amended and restated
certificate of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder
meeting. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law
or 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). Directors will be divided into three classes,
each of which will generally serve for a term of three years with only one class elected in each year. There is no cumulative
voting with respect to the election of directors. 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 200,000,000 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 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 Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on Nasdaq. 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. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial
business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
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 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 (net of permitted withdrawals), divided by the number of then
outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated
to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be
reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption right will include the requirement
that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem
its shares. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of
whether they vote for or against the proposed transaction. 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 any founder shares and any public
shares held by them in connection with the completion of our initial business combination. Permitted transferees of our sponsor,
officers or directors will be subject to the same obligations. Unlike many 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 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 stockholder approval of the transaction
is required by applicable law or stock exchange rules, 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, unless a different vote is required by applicable
law or stock exchange rules, 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. Unless otherwise required by applicable law or stock exchange
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 of the company entitled to
vote at such meeting. However, the participation of our sponsor, officers, directors, advisors or any of their respective affiliates
in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial
business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business
combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, 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. These quorum and voting thresholds and agreements may make it more
likely that we will consummate our initial business combination.


 






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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 more than an aggregate of 15% of the shares sold
in our initial public offering, without our prior consent, which we refer to as the “Excess Shares.” 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. And, 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.


 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have (and their permitted transferees,
as applicable, will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business
combination. Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do
vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within the completion window, we will: (1) cease
all operations except for the purpose of winding up; (2) as promptly as reasonably possible but no more than ten business
days thereafter, subject to lawfully available funds therefor, redeem the public shares, at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted withdrawals and 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), subject to applicable law; and (3) 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. Our initial stockholders, 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 the completion window. However, if our sponsor or any of our officers or directors acquires public shares after
our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the completion window.


 


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 on deposit in the trust account as of two business days prior to
the consummation of our initial business combination, including interest (net of permitted withdrawals), upon the completion of
our initial business combination, subject to the limitations described herein.


 






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Founder Shares


 


The founder shares are identical to the shares
of Class A common stock included in the units sold in our initial public offering, except that: (1) only holders of the founder
shares have the right to vote on the election and removal of directors prior to our initial business combination; (2) the
founder shares are subject to certain transfer restrictions, as described in more detail below; (3) our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption
rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business
combination, (b) waive their redemption rights with respect to any founder shares and public shares held by them in connection
with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within the completion window;
and (c) 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 the completion window (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 completion window); (4) the founder shares are automatically convertible into shares of our Class A common stock
at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described herein; and (5) the holders of founder shares are entitled to registration rights. If we submit our initial business
combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed (and their permitted
transferees, as applicable, will agree) 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 Class A common stock at the time of our initial business combination on a one-for-one basis,
subject to 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 sold in our 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 total number
of all shares of common stock outstanding upon completion of our 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 (including the forward purchase shares), excluding
any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination in consideration
for such seller’s interest in the business combination target and any private placement warrants issued upon the conversion
of working capital loans made to us.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor and other permitted transferees, each of whom will be subject to the same transfer restrictions) until (i) with
respect to 50% of the founder shares, the earlier to occur of: (A) 180 days after completion of our initial business combination;
or (B) if the closing price of our 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 any time
90 days after completion of our initial business combination and (ii) with respect to the remaining 50% of the founder shares,
only if the closing price of our 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 any time
90 days after completion of our initial business combination. In addition, all the founder shares will be released from the lock-up on
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 Class A common stock for cash, securities or other property.


 


Preferred Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and will provide that
shares of preferred stock may be issued from time to time in one or more series. Our board of directors is 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 is 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 the 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. No shares of preferred stock are being issued or registered
in our initial public offering.


 



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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 our initial public offering and 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 shares 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
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 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 issuable upon
exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available,
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 from registration 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 share of Class A
common stock 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 reasonable best
efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
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 reasonable best efforts to qualify the shares under applicable
blue sky laws to the extent an exemption is not available.


 


Redemption of Warrants.


 


Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may call the warrants
for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice
of redemption, or the 30-day redemption period, to each warrant holder; and



 


		●	if, and only if, the closing price of our 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 on
which we send the notice of redemption to the warrant holders.



 






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If and when the warrants become redeemable
by us pursuant to the foregoing redemption method, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


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


 


Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00.


 


Once the warrants become exercisable, we
may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’
prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless
basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption
date and the “fair market value” of our Class A common stock except as otherwise described below; and



 


		●	if, and only if, the closing price of our Class A common
stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or
the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants
— Anti-Dilution Adjustments”) 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 closing price of our Class A common
stock (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 on which we send the notice of redemption
to the warrant holders (the “Reference Value”) is less than $18.00 per share (as adjusted for share splits, share
dividends, reorganizations, recapitalizations and the like), then the private placement warrants must also concurrently be called
for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its
warrants) as the outstanding public warrants.



 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers
in the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless
exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value”
of our Class A 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 for these purposes based on volume weighted average price of our Class A common
stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants,
and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth
in the table below. We will provide our warrant holders with the final fair market value no later than one business day immediately
following the 10 trading day period described above ends.


 


Pursuant to the warrant agreement, references
above to shares of Class A common stock shall include a security other than Class A common stock into which the shares of Class
A common stock have been converted or exchanged for in the event we are not the surviving company in our initial business combination.
The numbers in the table below will not be adjusted when determining the number of 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.


 






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The share prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or
the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings
will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the
numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the
denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. If the exercise price of a
warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading
“— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	Redemption
    Date

    (period to expiration of warrants)	 	Fair
    Market Value of Class A common stock	 
	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of 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 volume weighted average price of our 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 the warrants is $11.00 per share,
and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this
redemption feature, exercise their warrants for 0.277 shares of 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 volume weighted average price
of our 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 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 shares of Class
A common stock for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this
redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected
in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection
with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common
stock.


 






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This redemption feature differs from the
typical warrant redemption features used in some 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 shares of Class A common stock are trading at or above $10.00 per public share, which may be at a time when
the trading price of our shares of 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 when the price per share of Class A common stock equals or exceeds
$18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect,
receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the 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. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do
so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants
when the Class A 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 shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares
of Class A common stock if and when such Class A common stock was 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 shares 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 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. At such time as the warrants become exercisable for a security other than the Class A common stock, the Company (or surviving
company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise
of the warrants.


 


We have agreed that, subject to applicable
law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Redemption Procedures.


 


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


 






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Anti-Dilution Adjustments.


 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares 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 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 (1) 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 (2) one 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 (1) 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 (2) fair market value means the volume weighted average
price of Class A common stock as reported during the ten 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 the 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 to modify the substance or timing of our obligation to provide for
the redemption of our public shares in connection with an initial business combination or to redeem 100% of our Class A common
stock if we do not complete our initial business combination within the completion window, 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.


 


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.


 






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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 the shares of our 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 as a result of the redemption of shares 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 shares of 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 adjustments (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 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 Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price
reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise
period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants
in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder for
the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within
30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no
quoted market price for an instrument is available.


 


The warrants will be issued in registered
form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a
part, for a 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.


 


In addition, if (x) we issue additional
shares of Class A 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 Class A 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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable,
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of
our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise
price of the warrants will be adjusted 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 prices described below under “— Warrants — Public Stockholders’ Warrants
— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share
redemption trigger price described below under “— Warrants — Public Stockholders’ Warrants — Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent)
to be equal to the higher of the Market Value and the Newly Issued Price.


 






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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 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 (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination (except, among other limited exceptions to
our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so
long as they are held by our sponsor or its permitted transferees except as set forth elsewhere in this prospectus. Our sponsor,
or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis and will be entitled
to certain registration rights. Otherwise, the private placement warrants have terms and provisions that are identical to those
of the warrants being sold as part of the units in our initial public offering. If the private placement warrants are held by holders other than
our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders
on the same basis as the warrants included in the units sold in our initial public offering. If the Reference Value is less than $18.00
per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and
the like), then the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding
public warrants, as described above.


 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they 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
closing 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 redemption is sent to the holders of warrants. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by our sponsor and its permitted transferees is because it is not known at this time
whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell
our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from
selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.
Accordingly, unlike public 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.


 


In order to finance transaction costs in
connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors
may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would
repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants issued to our sponsor.


 


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 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 stock dividends 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.


 






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Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and
warrant agent for our warrants is American Stock Transfer & Trust Company. We have agreed to indemnify American 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 our initial public offering that will apply to us until the completion of our
initial business combination. These provisions (other than amendments relating to the appointment of directors, which require the
approval of a majority of at least 90% of our common stock voting in a stockholder meeting) cannot be amended without the approval
of the holders of at least 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our
common stock upon the closing of our 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. Prior to an initial business combination, we may not issue additional
securities that can vote on amendments to our amended and restated certificate of incorporation. Specifically, our amended and
restated certificate of incorporation provides, among other things, that:


 


		●	if we are unable to complete our initial business combination
within the completion window, we will: (1) cease all operations except for the purpose of winding up; (2) 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 (net of permitted withdrawals and 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), subject to applicable
law; and (3) 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: (1) receive funds from the trust account;
or (2) vote on any initial business combination;



 


		●	although we do not intend to enter into a business combination
with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so.
In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers
or directors, 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 rules 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; whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq,
we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;



 


		●	so long as we obtain and maintain a listing for our securities
on Nasdaq, Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value
of at least 80% of the value of the assets held in the trust account (net of amounts disbursed to management for working capital
purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account);



 






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		●	if our stockholders approve an amendment to our amended
and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of
our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within the completion window, we will provide our public stockholders with the opportunity to
redeem all or a portion of their shares of 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 (net of permitted withdrawals),
divided by the number of then outstanding public shares; and



 


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



 


In addition, our amended and restated 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.


 


Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion
of the founder shares) and holders of the forward purchase shares or their permitted transferees will be entitled to registration
rights pursuant to a registration rights agreement requiring us
to register such securities for resale (in the case of the founder shares, only after conversion into shares of Class A common
stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands,
that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to our completion of our initial business combination and rights to require us to register
for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the expenses incurred in connection
with the filing of any such registration statement.


 



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