**
**Exhibit 4.3**

**DESCRIPTION OF SECURITIES**

*As of [the filing of the Annual Report on Form 10-K of which this Exhibit 4.2 forms a part],Consilium Acquisition Corp I, Ltd. (“we,” “our,” “us” or the “company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”): (i) its units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant, (ii) Class A ordinary shares, par value $0.0001 pershare (the “Class A ordinary shares” or “public shares”), (iii) rights to acquire one-tenth of one Class A ordinary share (the “rights” or “public rights”) and(iv) redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50. In addition, this Description of Securities also references the company’s Class B ordinary shares, par value$0.0001 per share (the “Class B ordinary shares” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A ordinary shares. The description of theClass B ordinary shares is included to assist in the description of the Class A ordinary shares. Unless the context otherwise requires, references to our “sponsor” are to Consilium Acquisition Sponsor I, LLC and references to our“initial shareholders” are to our sponsor and our independent directors that held our founder shares prior to our initial public offering (our “IPO”).*

We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, theCompanies Act and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association (“M&AA”), we are authorized to issue 500,000,000 Class A ordinary shares, $0.0001 par value each,50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preference shares, $0.0001 par value each. The following description summarizes the material terms of our shares as set out more particularly in ourM&AA. Because the below is only a summary, it may not contain all the information that is important to you. 

**Units**

Each unit consists of one Class A ordinary share, one right and one-half of one redeemablewarrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one Class A ordinary share upon consummation of an initial business combination. We will not issue fractional shares inconnection with an exchange of rights. As a result, you must hold rights in multiples of 10 in order to receive shares for all your rights upon closing of a business combination. Each whole warrant entitles the holder thereof to purchase oneClass A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its warrants onlyfor a whole number of the company’s Class A ordinary shares. This means only warrants in multiples of two may be exercised at any given time by a warrant holder. 

Holders have the option to hold units or separate their units into the component securities. Holders will need to have their brokers contactour transfer agent in order to separate the units into Class A ordinary shares, rights and warrants. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial businesscombination. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 
**

**Ordinary Shares**

Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all mattersto be voted on by shareholders and vote together as a single class, except as required by law; provided, that, prior to our initial business combination, holders of our Class B ordinary shares will have the right to appoint all of our directorsand remove members of the board of directors for any reason, and holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. These provisions of our M&AA may only be amended by aspecial resolution passed by the holders of a majority of at least 90% of our ordinary shares attending and voting in person or by proxy in a general meeting. Unless specified in the Companies Act, our M&AA or applicable stock exchange rules,the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders (other than the appointment or removal of directors prior to our initial business combination), and, priorto our initial business combination, the affirmative vote of a majority of our founder shares is required to approve the appointment or removal of directors. Approval of certain actions will require a special resolution under Cayman Islands law andpursuant to our M&AA; such actions include amending our M&AA and approving a statutory merger or consolidation with another company. Directors are appointed for a term of two years. There is no cumulative voting with respect to theappointment of directors, with the result that the holders of more than 50% of the founder shares voted for the appointment of directors can appoint all of the directors prior to our initial business combination. Our shareholders are entitled toreceive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. 

Because ourM&AA authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class Aordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. 

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after ourfirst fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting prior to the consummationof our initial business combination. 

We will provide our public shareholders with the opportunity to redeem all or a portion of theirpublic shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two businessdays prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred 

 
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underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares.Our initial shareholders, directors and officers 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 public shares held by them in connection withthe completion of our initial business combination or certain amendments to our M&AA. Permitted transferees of our initial shareholders, directors or officers will be subject to the same obligations. 

Unlike some blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial businesscombinations 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 shareholder vote is notrequired 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 to our M&AA, conduct the redemptions pursuant to the tender offer rules of theSEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our M&AA require these tender offer documents to contain substantially the same financial and other information about the initial businesscombination and the redemption rights as is required under the SEC’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 shareholderapproval 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 shareholderapproval, we will complete our initial business combination only if we receive the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a simple majority of ordinary shares who attend andvote at a general meeting of the company. However, the participation of our sponsor, directors, officers, advisors or any of their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial businesscombination even if a majority of our public shareholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. A quorum for such meeting will be present if the one-third of ourissued and outstanding ordinary shares entitled to vote at the meeting are represented in person or by proxy. Our sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers anddirectors have agreed to vote any founder shares and public shares held by them (including any shares purchased in this offering or in open market and privately negotiated transactions) in favor of our initial business combination. We intend to givenot 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 the voting agreements of ourinitial shareholders, may make it more likely that we will consummate our initial business combination. 

If we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our M&AA 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

 
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than an aggregate of 15% of the ordinary shares sold in this offering, which we refer to as the “excess shares,” without our prior consent. However, we would not be restricting ourshareholders’ ability to vote all of their shares (including excess shares) for or against our initial business combination. Our shareholders’ inability to redeem the excess shares will reduce their influence over our ability to completeour initial business combination, and such shareholders could suffer a material loss in their investment if they sell such excess shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect tothe excess shares if we complete the business combination. As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open markettransactions, potentially at a loss. 

If we seek shareholder approval in connection with our initial business combination, our initialshareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination.Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, each public shareholder may elect to redeem its public shares withoutvoting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. 

Pursuant to our M&AA, if wehave not completed our initial business combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the IPO, we will (1) cease all operations except for the purpose of winding up,(2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completelyextinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of ourremaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholdershave entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combinationwithin 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the IPO. However, if our initial shareholders, directors or officers acquire public shares, they will be entitled to liquidating distributionsfrom the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. 

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

 
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**Founder Shares**

The founder shares are designated as Class B ordinary shares and are identical to the Class A ordinary shares included in the unitssold in the IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment ofdirectors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions contained in the letter agreement that our initialshareholders, directors and officers have entered into with us; (3) pursuant to such letter agreement, our initial shareholders, directors and officers have agreed to waive: (i) their redemption rights with respect to any founder sharesand public shares held by them, as applicable, in connection with the completion of our initial business combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with ashareholder vote to amend our M&AA (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 initialbusiness combination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial businesscombination within 18 months (or up to 24 months if our sponsor exercises its extension options) from the closing of the IPO (although they will be entitled to liquidating distributions from the trust account with respect to any public shares theyhold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier atthe option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) thefounder shares are entitled to registration rights. If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of aletter agreement entered into with us, to vote their founder shares and any public shares held by in favor of our initial business combination. 

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination,or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends,rights issuances, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemedissued in excess of the amounts issued in the IPO and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holdersof a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversionof all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the

 
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IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linkedsecurities issued, or to be issued, to any seller in our initial business combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class Aordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt. 

With certain limited exceptions, pursuant to a letter agreement entered into with us, our initial shareholders, directors and officers haveagreed not to transfer, assign or sell and of their founder shares (except to our directors and officers and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of:(A) one year after the completion of our initial business combination; and (B) subsequent to our initial 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 capitalization, share subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after ourinitial business combination 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 ordinaryshares for cash, securities or other property. 

**Register of Members**

Under Cayman Islands law, we must keep a register of members and there shall be entered therein: 

 
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the names and addresses of the members, a statement of the shares held by each member, and of the amount paid oragreed to be considered as paid, on the shares of each member and the voting rights of the shares of each member; 

 
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whether voting rights are attached to the share in issue; 

 
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the date on which the name of any person was entered on the register as a member; and 

 
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the date on which any person ceased to be a member. 

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register ofmembers will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its namein the register of members. Upon the closing of the IPO, the register of members was updated to reflect the issue of shares by us. The shareholders recorded in the register of members shall be deemed to have legal title to the shares set againsttheir name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court hasthe power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the registerof members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. 

 
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**Rights included as part of Units**

Except in cases where we are not the surviving company in a business combination, each holder of a right will automatically receive one-tenth of a Class A ordinary share upon consummation of our initial business combination, even if the holder of a public right converted all Class A ordinary shares held by him, her or it in connectionwith the initial business combination or an amendment to our M&AA with respect to our pre-business combination activities. In the event we will not be the surviving company upon completion of our initialbusiness combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth of a share underlying each right upon consummation of thebusiness combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of an initial business combination. The shares issuableupon exchange of the rights will be freely tradable (except to the extent held by affiliates of ours). If we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement willprovide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted basis. 

The rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rightsagent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of theholders of a majority of the then outstanding rights in order to make any change that adversely affects the interests of the registered holders. 

We will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearestwhole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As a result, you must hold rights in multiples of ten in order to receive shares for all of your rights upon closing of a business combination. Ifwe are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receiveany distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights uponconsummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless. 

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 rightsagreement, including under the Securities Act, 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, whichjurisdiction 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 ofthe United States of America are the sole and 

 
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exclusive forum. We note, however, that there is uncertainty as to whether a court would enforce these provisions and that investors cannot waive compliance with the federal securities laws andthe rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules andregulations thereunder. 

**Redeemable Warrants**

*Public Shareholders’ Warrants*

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject toadjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole numberof Class A ordinary shares. 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. The warrants will expirefive years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. 

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation tosettle such warrant exercise 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 thereto iscurrent, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise permitted as a result of a notice of redemptiondescribed below. 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 orqualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of suchwarrant 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 warrantwill have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. 

We have agreed thatas soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initialbusiness combination to have declared effective, a post-effective amendment to the registration statement of which the prospectus related to the IPO forms a part or a new registration statement for the registration, under the Securities Act,covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relatingthereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60thbusiness day after the closing of the initial business combination, warrant holders may, until 

 
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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 “cashlessbasis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the public warrants for that number of Class A ordinaryshares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the public warrants, multiplied by the excess of the “ fair market value” (defined below) less the exerciseprice of the public warrants by (y) the fair market value and the number of warrants surrendered. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinaryshares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. 

*Redemption of warrants*. Once the warrants become exercisable, we may redeem the warrants (except as described herein with respect tothe private placement warrants): 

 
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in whole and not in part; 

 
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at a price of $0.01 per warrant; 

 
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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

 
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if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (asadjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described below) for any 20 trading days within any 30-trading day period ending on the thirdtrading day prior to the date on which we send the notice of redemption to the warrant holders. 

We will not redeem thewarrants as described above for cash 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 tothose Class A ordinary 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 registeror qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their warrants. 

If we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercisehis, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, thenumber of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of shares of Class A common issuable upon the exercise of our warrants. If our management takes advantage of this option, allholders of warrants would pay the exercise price by surrendering the 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 underlyingthe warrants, multiplied by the difference between the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reportedsale price of the Class A ordinary shares for the 10 trading day period ending 

 
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on the trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will containthe information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce thenumber of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.

We have established the $18.00 per share (as adjusted) redemption criterion discussed above to prevent a redemption call unless there isat 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 warrantprior 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 adjustments to the number of shares issuable upon exercise or the exercise price of awarrant as described below) as well as the $11.50 warrant exercise price after the redemption notice is issued. 

Beginning on the date thenotice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. 

Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinaryshares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in 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. At such time as the warrants become exercisable for asecurity other than the Class A ordinary shares, 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. 

*Redemption Procedures and Cashless Exercise.* If we call the warrants for redemption as described above, our management will have theoption to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis” beginning three business days after the notice of redemption is sent to the holders of warrants. In determining whether to requireall holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing themaximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number ofClass A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) lessthe exercise price of the warrants by (y) the fair market value. The “fair market value” will 

 
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mean the average closing price of the Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants Ifour management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair marketvalue” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do notneed the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our team does not take advantage of this option, our sponsor and its permitted transferees would still be entitled toexercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on acashless basis, as described in more detail below. 

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

*Anti-dilution Adjustments.* If the number of issued and outstanding Class A ordinary shares is increased by a capitalization orshare dividend payable in Class A ordinary shares, or by a sub-division of Class A ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, sub-division or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding Class A ordinaryshares. A rights offering made to all holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a sharedividend of a number of Class A ordinary shares equal to the product of (1) 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 thatare convertible into or exercisable for Class A ordinary shares) and (2) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For thesepurposes, (1) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any considerationreceived for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical fair market value” means the volume weighted average price of Class A ordinary shares during the 10-trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right toreceive such rights. 

In addition, if we, at any time while the warrants are outstanding and unexpired, pay to all of the holders ofClass A ordinary shares a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants areconvertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other 

 
11 

cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividendor distribution does not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) but only withrespect to the amount of the aggregate cash dividends or cash distributions equal 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 initialbusiness combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our M&AA (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 18 months (or up to 24 months if our sponsor exercises its extension options) fromthe closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of ourpublic 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 anysecurities or other assets paid on each Class A ordinary share in respect of such event. 

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

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

In addition, if (x) we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with theclosing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case ofany 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) (the “Newly Issued Price”), (y) the aggregate gross proceedsfrom 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 completion of our initial business combination (net of redemptions), and(z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to 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 to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemptiontrigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. 

 
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In case of any reclassification or reorganization of the issued and outstanding Class Aordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a merger or consolidationin which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity ofthe 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 andconditions specified in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equitysecurities 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 hadexercised 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 merger or consolidation, then the kindand 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 merger or consolidation that affirmatively makesuch election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by shareholders of thecompany as provided for in the company’s M&AA or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company for approval) undercircumstances 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 suchmaker 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 associateis a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) securities representing more than 50% of the aggregate voting power, including the power to vote on the election ofdirectors of the company, of the issued and outstanding equity securities of the company, and (for the avoidance of doubt) such tender offer results in a change of control of the company, the holder of a warrant will be entitled to receive thehighest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted suchoffer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent aspossible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of ordinary shares in thesuccessor 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 tradingor quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in thewarrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. 

 
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The warrants are issued in registered form under a warrant agreement between ContinentalStock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correcting anymistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in the prospectus related to the IPO, or defective provision, (ii) removing or reducingour ability to redeem the public warrants, (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that theparties deem to not adversely affect the rights of the registered holders of the warrants in any material respect, or (iv) making any amendments that are necessary in the good faith determination of the board of directors (taking into accountthen-existing market precedents for initial public offerings of special purpose acquisition companies underwritten by bulge bracket investment banks) to allow for the warrants to be or continue to be, as applicable, classified as equity in thecompany’s financial statements; *provided* that no such amendment pursuant to clause (iv) shall increase the warrant price, shorten the exercise period or, in the aggregate, materially affect the legal rights of registered holders ofthe then-outstanding public warrants under the warrant agreement. The warrant agreement may be amended by the parties thereto with the vote or written consent of the registered holders of at least 50% of the then-outstanding public warrants andprivate placement warrants, voting together as a single class, to allow for the warrants to be or continue to be, as applicable, classified as equity in the company’s financial statements. All other modifications or amendments, (a) withrespect to the terms of the public warrants or any provision of the warrant agreement with respect to the public warrants requires the vote or written consent by the holders of at least 50% of the then-outstanding public warrants, and (b) withrespect to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants requires the vote or written consent by the holders of at least 50% of the then-outstanding privateplacement warrants. You should review a copy of the warrant agreement for a complete description of the terms and conditions applicable to the warrants. 

The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise theirwarrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on byshareholders. 

No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to thewarrant 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 exclusiveforum 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 thesole and exclusive forum. 

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

**Certain Differences in Corporate Law**

Cayman Islands companies are governed by the Companies 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 of merger or consolidation must then be authorized by either (a) a special resolution (at least a majority of662⁄3% in value who attend and vote at a general meeting) of the shareholders of each company; and (b) such other authorization, if any, as may be specified insuch constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and itssubsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that therequirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation. 

Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, thedirectors 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: (1) that the merger or consolidation ispermitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have beenor will be complied with; (2) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (3) that no receiver,trustee, administrator or other similar person has been 

 
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appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (4) that no scheme, order, compromise or other similararrangement 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; and (5) that there is no other reason why it would be against the publicinterest to permit the merger or consolidation. 

Where the surviving company is the Cayman Islands exempted company, the directors of theCayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign company is able to pay itsdebts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign company to thesurviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company;and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (3) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated,registered or exist under the laws of the relevant foreign jurisdiction; and (4) 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 or her shares upon their dissenting to the merger or consolidation, in certain circumstances, if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his or her writtenobjection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his or her shares if the merger or consolidation isauthorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) ashareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his or her intention to dissent including, among other details, a demand for payment of the fair value ofhis or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, theconstituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares at a price that the company determines is the fair value and if the company and theshareholder agrees to 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 fails to agree to a price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman IslandsGrand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At thehearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whosename appears on the list filed by the company may participate fully in all proceedings until the determination of fair 

 
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value is reached. These rights of a dissenting shareholder are not to be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an openmarket exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares ofthe surviving or consolidated company or in the context of a parent and subsidiary merger. 

Moreover, Cayman Islands law also has separatestatutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, such 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 of which are more rigorous and takelonger to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is tobe made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or 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 is satisfied that: 

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

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

 
 • 
the arrangement is such as a business-person 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, which would otherwise ordinarily be available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for thejudicially determined value of the shares. 

*Squeeze-out Provisions.* When a takeover offeris 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 to transfer suchshares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders. 

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

 
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*Shareholders’ Suits.* Our Cayman Islands legal counsel is not aware of anyreported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability of such actions. In most cases, we will be theproper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our directors or officers usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on Englishauthorities, which would in all likelihood be of persuasive authority and 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 that 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. 

*Enforcement of Civil Liabilities.* The Cayman Islands has a different body of securities laws as compared to theUnited 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. 

The courts of the Cayman Islands are unlikely (1) to recognize or enforce against us judgments of courts of the United States predicatedupon the civil liability provisions of the federal securities laws of the United States or any state and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions ofthe federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtainedin the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign courtimposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for aliquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement ofwhich is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrentproceedings are being brought elsewhere. 

*Special Considerations for Exempted Companies.* We are an exempted company with limitedliability under the Companies Act. The Companies Act 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 applyto be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below: 

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

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

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

 
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an exempted company may issue shares with no par value; 

 
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakingsare usually given for 30 years in the first instance); 

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

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

 
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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).

**Our amended and restated Memorandum and Articles of Association**

Our M&AA contain certain requirements and restrictions that will apply to us until the completion of our initial business combination.These provisions (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of the holders of a majority of at least 90% of our ordinaryshares attending and voting in person or by proxy in a general meeting) cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either(1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general meeting for which notice specifying theintention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Other than as describedabove, our M&AA provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e., the lowest thresholdpermissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders. 

Our initial shareholders mayparticipate in any vote to amend our M&AA and will have the discretion to vote in any manner they choose. Specifically, our M&AA provide, among other things, that: 

 
 • 
if we have not completed our initial business combination within 18 months (or up to 24 months if our sponsorexercises its extension options) from the closing of the IPO, 

 
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we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the publicshares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and whichinterest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive furtherliquidating distributions, if any); and (3) 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 ourobligations 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 ordinary shares that would entitle theholders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares on any initial business combination; 

 
 • 
although we do not intend to enter into a business combination with a target business that is affiliated with oursponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment bankingfirm or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context;

 
 • 
if a shareholder vote on our initial business combination is not required by law and we do not decide to hold ashareholder 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 priorto completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;

 
 • 
as long as our securities are listed on Nasdaq, our initial business combination must be with one or moreoperating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of theagreement to enter into our initial business combination; 

 
 • 
if our shareholders approve an amendment to our M&AA (A) to modify the substance or timing of ourobligation 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 18 months (or up to 24 months if our sponsor exercises itsextension options) from the closing of the IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide our publicshareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares; and 

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

In addition, our M&AA provide that under no circumstances will we redeem ourpublic shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions. 

The CompaniesAct permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of such company’s issued andoutstanding ordinary shares attending and voting in person or by proxy at a general meeting. A company’s articles of association may specify that the approval of a higher majority is required. Accordingly, although we could amend any of theprovisions relating to our structure and business plan which are contained in our M&AA, we view all of these provisions as binding obligations to our shareholders and neither we, nor our directors or officers, will take any action to amend orwaive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares. 

**Anti-MoneyLaundering — Cayman Islands**

If any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowingor suspecting, that another person is engaged in criminal conduct, is involved with terrorism or terrorist property or proliferation financing or is the business combination partner of a financial sanction and the information for that knowledge orsuspicion came to their attention in the course of business in the regulated sector or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authorityof the Cayman Islands, pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct, money laundering or proliferation financing or is the business combination partner of a financialsanction; or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terroristfinancing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. We reserve the right to refuse to make any payment to a shareholderif our directors or officers suspect or are advised that the payment to such shareholder might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial sanctions orother laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction. 

**Data Protection — Cayman Islands**

Wehave certain duties under the Data Protection Act (As Revised) of the Cayman Islands (the “Data Protection Act”) based on internationally accepted principles of data privacy. 

 
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***Privacy Notice***

*Introduction*

This privacy notice puts ourshareholders on notice that through your investment in the Company you will provide us with certain personal information which constitutes personal data within the meaning of the Data Protection Act (“personal data”). In the followingdiscussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise. 

*Investor Data*

We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters thatcould be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal andregulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the Data Protection Act, and will apply appropriate technical and organizational information security measures designed toprotect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data. 

In our use of this personal data, we will be characterized as a “data controller” for the purposes of the Data Protection Act, whileour affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the Data Protection Act or may process personal information fortheir own lawful purposes in connection with services provided to us. 

We may also obtain personal data from other public sources.Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contactinformation, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investmentactivity. 

*Who this Affects*

If youare a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected toyou for any reason in relation your investment in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content. 

 
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*How the Company May Use a Shareholder’s Personal Data*

The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular: 

 
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where this is necessary for the performance of our rights and obligations under any purchase agreements;

 
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where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such ascompliance with anti-money laundering and FATCA/CRS requirements); and/or 

 
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where this is necessary for the purposes of our legitimate interests and such interests are not overridden byyour interests, fundamental rights or freedoms. 

Should we wish to use personal data for other specific purposes(including, if applicable, any purpose that requires your consent), we will contact you. 

*Why We May Transfer Your Personal Data*

In certain circumstances we may be legally obliged to share personal data and other information with respect to your shareholding with therelevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities. 

We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certainentities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf. 

***The Data Protection Measures We Take***

Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordancewith the requirements of the Data Protection Act. 

We and our duly authorized affiliates and/or delegates shall apply appropriatetechnical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data. 

We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights orfreedoms or those data subjects to whom the relevant personal data relates. 

 
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**Certain Anti-Takeover Provisions of Our amended and restated Memorandum and Articles of Association**

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

**Listingof Securities**

Our Class A ordinary shares, units, rights and warrants are listed on Nasdaq under the symbols “CSLM”,“CSLMU”, “CSLMR” and “CSLMW”, respectively. 

 
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