**
**Exhibit 4.2**

**ALSP ORCHID ACQUISITION CORPORATION I**

**DESCRIPTION OF SECURITIES**

The following summary of the material terms of the securities of ALSP Orchid Acquisition Corporation I is not intended to be a completesummary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company’s Annual Report onForm 10-K for the year ended December 31, 2021 (the “Report”), and applicable Cayman Islands law. We urge you to read our amended and restated memorandum and articles of association in theirentirety for a complete description of the rights and preferences securities. 

**Certain Terms**

Unless otherwise stated in this exhibit or the context otherwise requires, references to: 

 
 • 
“ALSP” or “Accelerator Life Science Partners” are to Accelerator Services Corporation, doingbusiness as Accelerator Life Science Partners, Accelerator IV-New York Corporation, Accelerator IV-Seattle Corporation and Accelerator Life Sciences Partners II, LP,affiliates of our sponsor; 

 
 • 
“amended and restated memorandum and article of association” are to the amended and restated memorandumand articles of association that the company adopted in connection with the consummation of our initial public offering; 

 
 • 
“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amendedfrom time to time; 

 
 • 
“Founders” are to Thong Q. Le and Ian A.W. Howes, senior members of the investment team of ALSP;

 
 • 
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a privateplacement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt,such Class A ordinary shares will not be “public shares”); 

 
 • 
“initial public offering” refers to our initial public offering units, consisting of one Class Aordinary share and one half of one redeemable warrant; 

 
 • 
“management” or our “management team” are to our executive officers and directors;

 
 • 
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

 
 • 
“private placement units” are to the units issued to our sponsor in a private placement substantiallysimultaneously with the closing of our initial public offering, which private placement units are identical to the units sold in our initial public offering, subject to certain limited exceptions as described herein; 

 
 • 
“private placement shares” are to the Class A ordinary shares sold as part of the privateplacement units; 

 
 • 
“private placement warrants” are to the warrants sold as part of the private placement units;

 
 • 
“public shares” are to our Class A ordinary shares sold as part of the units in our initial publicoffering (whether they are purchased in our initial public offering or thereafter in the open market); 

 
 • 
“public shareholders” are to the holders of our public shares, including our sponsor and managementteam to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect tosuch public shares; 

 
1 

 • 
“sponsor” are to ALSP Orchid Sponsor LLC, a Delaware limited liability company, which is owned andcontrolled by ALSP; and 

 
 • 
“we,” “us,” “our,” “company” or “our company” are to ALSPOrchid Acquisition Corporation I, a Cayman Islands exempted company. 

We are a Cayman Islands exempted company and ouraffairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. 

Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue up to 100,000,000 Class Aordinary shares and 10,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restatedmemorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you 

**Units**

Each unit had an initial public offering price of $10.00 and consists of one Class A ordinary share and one half of one warrant. Eachwhole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments as described herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only fora whole number of shares of the company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only wholewarrants will trade. Accordingly, unless you hold at least an even number of units, you will not be able to receive or trade a whole warrant. 

The Class A ordinary shares and warrants comprising the units began separate trading on January 10th, 2022. Holders of our units have the option to continue to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in order toseparate the units into Class A ordinary shares and warrants. 

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

**Private Placement Units**

The private placement units (including the private placement warrants or private placement shares issuable upon exercise of such warrants) willnot 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).Otherwise, the private placement units are identical to the units sold in our initial public offering except that the holders thereof will be entitled to registration rights. 

In order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsoror certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at theoption of the lender. Such units would be identical to the private placement units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working capital loans by our sponsor or itsaffiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. 

Additionally, the units that have not already been separated will automatically separate into their component parts in connection with thecompletion of our initial business combination and will no longer be listed thereafter. 

 
2 

**Ordinary Shares**

There are currently 22,477,500 ordinary shares outstanding, consisting of: 

 
 • 
17,250,000 Class A ordinary shares sold in our initial public offering; 

 
 • 
915,000 Class A ordinary shares underlying the private placement units; and 

 
 • 
74,312,500 Class B ordinary shares held by our sponsor. 

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders ofClass A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by applicable law, our amended and restated memorandum andarticles of association or stock exchange listing requirements. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange listingrequirements, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, beingthe affirmative vote of at least two-thirds of our ordinary shares that are voted (or, if so authorized by a company’s articles of association, by a unanimous written resolution of all of theholders of ordinary shares), 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 orconsolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting withrespect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as andif declared by the board of directors out of funds legally available therefor. Notwithstanding the foregoing, prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directorsand holders of a majority of our founder shares may remove a member of the board of directors for any reason, and these provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passedby a majority of at least 90% of our ordinary shares voting in a general meeting. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. 

Because our amended and restated memorandum and articles of association authorizes the issuance of up to 100,000,000 Class A ordinaryshares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as ourshareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. 

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until, at the latest, one yearafter our first fiscal year-end following our listing on Nasdaq. As an exempted company, there is no requirement under the Companies Act for us to hold annual or shareholder meetings to elect directors. We maynot hold an annual meeting of shareholders to elect new directors prior to the consummation of our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by anominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. 

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of ourinitial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation ofour initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then issued and outstanding public shares, subject tothe limitations described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per-share amount we will distribute to investors who properly redeemtheir shares will not be reduced by 

 
3 

the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeemits shares. Our sponsor and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connectionwith (i) the completion of our initial business combination and (ii) a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allowredemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of our initial public offering (or during any ExtensionPeriod), or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. Unlike many blank check companies that hold shareholdervotes 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 byapplicable law or stock exchange listing requirements if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant toour 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 amendedand 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 theSEC’s proxy rules. If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, we will, like many blankcheck 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 weobtain 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 initial businesscombination. However, the participation of our sponsor, members of our management team, advisors or their affiliates in privately-negotiated transactions (if any), could result in the approval of our initial business combination even if a majorityof our public shareholders vote, or indicate their intention to vote, against such initial 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. Our amended and restated memorandum and articles of association requires that at least fivedays’ notice will be given of any general meeting. 

If we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of suchshareholder 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 of15% of the ordinary shares sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against ourinitial 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 theirinvestment 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 shareholderswill continue to hold that number of shares exceeding 15% and, in order to dispose of such shares would be required to sell their stock in open market transactions, potentially at a loss. 

If we seek shareholder approval in connection with our initial business combination, our sponsor has agreed to vote its founder shares and anypublic shares purchased by it during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 6,468,750, or 37.5% (assuming alloutstanding shares are voted), of the 17,250,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved.Additionally, each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph). 

 
4 

Pursuant to our amended and restated memorandum and articles of association, if we areunable to consummate an initial business combination within 15 months from the closing of our initial public offering (or during any Extension Period), we will: (i) cease all operations except for the purpose of winding up; (ii) aspromptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in thetrust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issuedand outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possiblefollowing such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and therequirements of other applicable law. Our sponsor and members of our management team have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect toany founder shares held by them if we fail to consummate an initial business combination within 15 months from the closing of our initial public offering (or during any Extension Period). However, if our sponsor or members of our management teamacquire or acquired public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination withinthe prescribed time period. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures withrespect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to shareratably 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 ordinary shares. Our shareholders have no preemptive or othersubscription 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 aggregateamount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein. 

**Founder Shares**

The founder shares areidentical to the Class A ordinary shares included in the units sold in our initial public offering, and our initial shareholders have the same shareholder rights as public shareholders, except that (i) the founder shares are subject tocertain transfer restrictions, as described in more detail below, (ii) our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to anyfounder shares and any public shares held by them in connection with the completion of our initial business combination, (B) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held bythem if we fail to complete our initial business combination within 15 months from the closing of our initial public offering (or during any Extension Period), although our initial shareholders will be entitled to liquidating distributions from thetrust account with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (C) not to propose any amendment to our amended and restated memorandum and articles of association thatwould modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from theclosing of our initial public offering (or during any Extension Period) or with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity,unless we provide our public shareholders with the opportunity to redeem their shares, (iii) the founder shares are Class B ordinary shares that will automatically convert into shares of our Class A ordinary shares at the time of ourinitial business combination, or at any time prior thereto at the option of our sponsor, on a one-for-one basis, subject to adjustment pursuant to certainanti-dilution rights, as described herein and (iv) are subject to registration rights. If we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed to vote any founder shares held by it and anypublic shares purchased during or after our initial public offering in favor of our initial business combination. 

 
5 

The Class B ordinary shares will automatically convert into Class A ordinaryshares at the time of our initial business combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations,recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initialpublic offering and related to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless ourinitial shareholders agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinaryshares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding upon completion of our initial public offering plus allClass A ordinary shares and equity-linked securities issued or deemed issued in connection with the business combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders, not including theClass A ordinary shares underlying the private placement units and excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement units issued to oursponsor, officers or directors upon conversion of working capital loans). Our sponsor 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 anytime. In no event will the Class B ordinary shares convert into shares of our Class A ordinary shares at a rate of less than one-to-one.

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our directors and officers andother 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 and (B) subsequent to ourinitial business combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial businesscombination, or (y) the date 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 ordinary shares for cash,securities or other property. 

Any forfeiture of shares described herein will take effect as a surrender of shares for no consideration ofsuch shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as amatter of Cayman Islands law. Any share dividends described herein will take effect as share capitalizations as a matter of Cayman Islands law. 

**Preference Shares**

There are nopreference shares outstanding. Our amended and restated memorandum and articles of association will authorize the issuance of up to 1,000,000 preference shares with such designation, rights and preferences as may be determined from time to time byour board of directors. No preference shares were issued or registered in our initial public offering. Accordingly, our board of directors is empowered, without shareholder approval, to issue preference shares with dividend, liquidation, conversion,voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preference shares whichparticipate in any manner in the proceeds of the trust account, or which vote as a class with the ordinary shares on our initial business combination. We may issue some or all of the preference shares to effect our initial business combination. Inaddition, the preference shares could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any preference shares, we reserve the right to do so in the future. 

**Warrants**

***Public Warrants***

Each whole warrant entitles the registered holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subjectto adjustment as discussed below, at any time commencing on the later of one year from the closing of our initial public offering or 30 days after the completion of our initial business combination, provided in each case that we have an effectiveregistration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on acashless basis under the circumstances specified in the warrant agreement) and 

 
6 

such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants were issued upon separation of the units and onlywhole warrants will trade. Accordingly, unless you hold at least two warrants, 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., NewYork City time, or earlier upon redemption or liquidation. 

In addition, if (x) we issue additional Class A ordinary shares orequity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares (with such issue price oreffective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders orsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the fundingof our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period startingon the trading day after the day on which we consummate our initial business combination (such price, 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 to115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “— Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higherof the Market Value and the Newly Issued Price. 

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

We have agreed that as soon aspracticable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, underthe Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registrationstatement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Because the warrants are not exercisable until the later of (i) 30 days after the completion ofour initial business combination and (ii) 12 months from the date of the closing of our initial public offering, we do not currently intend to file a new registration statement covering the Class A ordinary shares issuable upon exercise of thewarrants until after the initial business combination has been consummated. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth business day after the closingof the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a“cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchangesuch 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 our public warrants who exercise their warrants to do so on a “cashlessbasis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we elect to do so, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underapplicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of our Class A ordinary shares per warrant

 
7 

equal to (A) the quotient obtained by dividing (x) the excess of the “10-day average closing price” meaning, as of any date,the average last reported sale price of the Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to such date. “Last reported sale price” means the last reported sale price of theClass A ordinary shares on the date prior to the date on which notice of exercise of the warrant is sent to the warrant agent. 

***Redemption ofPublic Shareholders’ Warrants***

Once our warrants become exercisable, we may redeem the outstanding public 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, or the30-day redemption period, to each warrant holder; and 

 
 • 
if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 pershare (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending the third trading day beforewe send to the notice of redemption to the warrant holders (the “Reference Value”). 

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

We have established the last of the redemption criteriadiscussed 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 warrantholder will be entitled to exercise their 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 adjusted for stock splits, stock capitalizations,reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price, subject to adjustments as described herein, after the redemption notice is issued. 

If we call the public warrants for redemption as described above, we will have the option to require any holder that wishes to exercise itspublic warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of publicwarrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our public warrants. If we take advantage of this option, all holders of publicwarrants would pay the exercise price by surrendering their public 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 thewarrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If we take advantage of this option, the notice of redemption will contain the informationnecessary 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 sharesto 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. 

No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractionalinterest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class Aordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. 

 
8 

A holder of a warrant may notify us in writing in the event it elects to be subject to arequirement 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, wouldbeneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise. 

*Anti-Dilution Adjustments*. If the number of outstanding Class A ordinary shares is increased by a share dividend payable inClass A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such sharedividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinaryshares. A rights offering to holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share dividend of a number of Class A ordinary shares equal to theproduct 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 ordinaryshares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes, (i) if the rights offering is for securities convertibleinto 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 uponexercise or conversion. “10-day average closing price” shall mean, as of any date, the average last reported sale price of the Class A ordinary shares as reported during the 10 trading-day period ending on the trading day prior to such date. “Fair market value” means the 10-day average closing price as of the date on which thenotice of redemption is sent to the holders of the warrants. “10-day average closing price” shall mean, as of any date, the average last reported sale price of the Class A ordinaryshares as reported during the 10 trading day period ending on the trading day prior to such date. “Last reported sale price” means the last reported sale price of the Class A ordinary shares on the date prior to the date on whichnotice of exercise of the warrant is sent to the warrant agent. 

Notwithstanding anything to the contrary, no Class A ordinary sharesshall be issued at less than their par value. 

In addition, if we, at any time while the warrants are outstanding and unexpired, pay adividend 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 securities into which the warrants are convertible), other than (a) asdescribed above, (b) any cash dividends or cash contributions which, when combined on a per share basis with all other cash dividends and cash contributions paid on the Class A ordinary shares duringthe 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends orcash contributions that resulted in any adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash contributionsequal to or less than $0.50 per share, (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 ofClass 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 redeem 100% of our public shares if we do not completeour 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 Class A ordinary share in respect of such event. 

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

 
9 

Whenever the number of Class A ordinary shares purchasable upon the exercise of thewarrants 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 Aordinary 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. The public warrantagreement provides that no adjustment to the number of the Class A ordinary shares issuable upon exercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of Class A ordinary shares issuableupon exercise of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with anysubsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least 1% in that number of Class A ordinary shares issuable upon exercise of a warrant and (ii) on the exercise date of anywarrant. 

In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those describedabove 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 corporationand that does not result in any reclassification or reorganization of our 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 orsubstantially 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 theClass A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon suchreclassification, 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. Ifless than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction are payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securitiesexchange 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 theregistered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes WarrantValue (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 warrantspursuant 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 theloss 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 the fair market value where noquoted market price for an instrument is available. 

The warrants are issued in registered form under a warrant agreement, datedNovember 23, 2021, between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement for a complete description of the terms and conditions applicable to the warrants. Thewarrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions of the warrant agreement tothe description of the terms of the warrants and the warrant agreement set forth herein, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties tothe warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding warrantsis required to make any change that adversely affects the interests of the registered holders. 

The warrants may be exercised uponsurrender 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 ofthe exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and anyvoting 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 Class A ordinaryshare issued to such holder upon exercise of the warrants on all matters to be voted on by shareholders. 

 
10 

***Private Placement Warrants***

The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will notbe transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasersof the private placement units). Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the warrants that were sold as part of the units in our initial public offering. 

Our sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A ordinary sharesissuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions, transfers can be made to our officers and directors and otherpersons or entities affiliated with the sponsor. 

**Dividends**

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of abusiness 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 anycash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree toin connection therewith. 

**Our Transfer Agent and Warrant Agent**

The transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We haveagreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out ofacts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity. 

**Certain Differences in Corporate Law**

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

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

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

 
11 

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

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

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fairvalue of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to theconstituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following thedate on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such noticefrom the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of theexpiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company mustmake a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made,the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissentingshareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value oftheir shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determinedto be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are notavailable in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where theconsideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company. 

 
12 

Moreover, Cayman Islands law has separate statutory provisions that facilitate thereconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a“scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typicallyrequired to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition representthree-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. Theconvening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should notbe approved, the court can be expected to approve the arrangement if it satisfies itself that: 

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

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

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

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

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

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

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

*Shareholders’ Suits*. Conyers Dill & Pearman LLP, our Cayman Islands counsel, is not aware of any reported class actionhaving been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in anyclaim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in alllikelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: 

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

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

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

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

 
13 

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

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

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

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

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

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

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

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

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

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

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

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

**Amended and Restated Memorandum and Articles of Association**

Our amended and restated memorandum and articles of association will contain provisions designed to provide certain rights and protections thatwill apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution under Cayman Islands law. As a matter of Cayman Islands 

 
14 

law, a resolution is deemed to be a special resolution where it has been approved by either (i) the affirmative vote of at least two-thirds(or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting at a general meeting for which notice specifying the intention to propose the resolution as aspecial resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles ofassociation provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting of the company (i.e., the lowest thresholdpermissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. 

Our sponsor and its permittedtransferees, if any, may participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articlesof association provide, among other things, that: 

 
 • 
if we are unable to consummate an initial business combination within 15 months from the closing of our initialpublic offering (or during any Extension Period), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, ata per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to payour income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights asshareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,liquidate and dissolve, subject in each case, to our obligations under Cayman Islands 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 securities that would entitle the holdersthereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles ofassociation to (x) extend the time we have to consummate a business combination beyond 15 months from the closing of our initial public offering (or during any Extension Period) or (y) amend the foregoing provisions; 

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

 
 • 
if a shareholder vote on our initial business combination is not required by applicable law or stock exchangelisting requirements and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E ofthe 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 theredemption rights as is required under Regulation 14A of the Exchange Act; 

 
 • 
so long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination mustbe with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trustaccount) at the time of our signing a definitive agreement in connection with our initial business combination; 

 
 • 
if our shareholder approve an amendment to our amended and restated memorandum and articles of association(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial

 
15 

 
business combination within 15 months from the closing of our initial public offering (or during any Extension Period), or (B) with respect to any other provision relating toshareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon suchapproval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our income taxes, if any, divided by the number of the then issued and outstanding public shares, subject to the limitations described herein; and 

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

In addition, our amended and restated memorandum and articles of association provide thatunder 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. 

The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approvalof a special resolution which requires the approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at a general meeting or by way ofunanimous written resolution. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may amend itsmemorandum and articles of association regardless of whether its memorandum and articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business planwhich are contained in our amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waiveany of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares. 

**Anti-MoneyLaundering—Cayman Islands**

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

**Securities Eligible for Future Sale**

Immediately after our initial public offering we had 22,477,500 Class A ordinary shares issued and outstanding on an as-converted basis. Of these shares, 17,250,000 Class A ordinary shares are freely tradable without restriction or further registration under the Securities Act. All of the outstanding foundershares (4,312,500 founder shares) and all of the outstanding Class A ordinary shares underlying the private placement units (915,000 private placement shares) will be restricted securities under Rule 144, in that they were issued in privatetransactions not involving a public offering. 

***Rule 144***

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

 
16 

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

 
 • 
1% of the total number of ordinary shares then-outstanding, which equals 386,813 shares immediately after ourinitial public offering and the underwriters’ partial exercise of their over-allotment option; or 

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

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

**Restrictions on the Useof Rule 144 by Shell Companies or Former Shell Companies**

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

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

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

 
 • 
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable,during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time thatthe issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. 

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

**Registration and Shareholder Rights**

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of our initial public offering,(ii) private placement units, which were issued in a private placement substantially simultaneously with the closing of our initial public offering, private placement shares and private placement warrants and the Class A ordinary sharesunderlying such private placement warrants and (iii) private placement units that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement units andwarrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement entered into simultaneously with the closing of our initial public offering. The holders ofthese securities are entitled to make unlimited 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 ofour initial business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement units, 30 days after thecompletion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 

 
17 

Except as described herein, our sponsor and our directors and executive officers have agreednot to transfer, assign or sell any of their founder shares until (a) one year after the completion of our initial business combination, or (b) following the completion of our initial business combination, the date on which we complete aliquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permittedtransferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such transfer restrictions herein asthe lock-up. Notwithstanding the foregoing, if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stockcapitalizations, 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, thefounder shares will be released from the lock-up.

**Listing of Securities**

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols “ALORU,” “ALOR” and“ALORW,” respectively. 

 
18 

**