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**EXHIBIT 4.5**

**DESCRIPTION OF SECURITIES**

Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 500,000,000 shares of Class Acommon stock, $0.0001 par value, 100,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capitalstock. Because it is only a summary, it may not contain all the information that is important to you. 

***Units***

Each unit consists of one share of Class A common stock and one-half of one redeemable warrant.Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of  $11.50 per share, subject to adjustments as described set forth in the warrant agreement. Pursuant to the warrant agreement, awarrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have been issued uponseparation of the units and only whole warrants are traded. 

The common stock and warrants constituting the units began separate tradingon February 28, 2022. 

***Common Stock***

As of March 28, 2022, a total of 35,937,500 shares of our common stock are outstanding, including: 

 
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28,750,000 shares of our Class A common stock; and 

 
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7,187,500 shares of Class B common stock held by C5 Acquisition Corporation Sponsor LLC(“sponsor”). 

Common stockholders of record are entitled to one vote for each share held on all matters to bevoted on by stockholders. Holders of our Class B common stock will have the right to elect all of our directors and remove members of our board of directors for any reason prior to the consummation of our initial business combination. On anyother matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. Theseprovisions cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchangerules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Directors are elected for a term of two years. There is no cumulative voting with respect tothe election of directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. However, in connection with our initial business combination, we mayenter into a stockholders’ agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the IPO. 

Because our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of Class A commonstock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of common stock which we are authorized to issue at the same time as our stockholdersvote on the business combination to the extent we seek stockholder approval in connection with our initial business combination. 

 
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In accordance with the New York Stock Exchange (the “NYSE”) corporate governancerequirements, we are not required to hold an annual meeting until not later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the Delaware General Corporation Law (the “DGCL”), weare, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting ofstockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us tohold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. 

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares in connection with our initialbusiness combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initialbusiness combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipatedto be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include therequirement that a beneficial owner must identify itself in order to validly redeem its shares. Our initial stockholders, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to waivetheir redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination or certain amendments to our amended and restated certificate of incorporation.Permitted transferees of our sponsor, officers, directors or advisors will be subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial businesscombinations and provide for related redemptions of public shares for cash in connection with such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements, if a stockholder vote is notrequired by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptionspursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation will require these tender offer documents tocontain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required byapplicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rulesand not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. Aquorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled tovote at such meeting. However, the participation of our sponsor, officers, directors, advisors or any of their respective affiliates in privately-negotiated transactions (as described in herein), if any, could result in the approval of our initialbusiness combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days prior written notice of any such meeting, ifrequired, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. 

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting inconcert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in the IPO) without our priorconsent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our public stockholders’ inability to redeem Excess Shares willreduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, such stockholders will notreceive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would berequired to sell their stock in open market transactions, potentially at a loss. 

 
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If we seek stockholder approval in connection with our initial business combination, ourinitial stockholders, officers, directors and advisors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result,in addition to our initial stockholders’ founder shares, we would need 10,781,251, or 37.5% (assuming all issued and outstanding shares are voted and the underwriters’ option to purchase additional units is not exercised) in order to havesuch initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. 

Pursuant to our amended and restated certificate of incorporation, if we have not completed our initial business combination within 15 monthsfrom 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 ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest topay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, ifany), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to ourobligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they haveagreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the IPO. However, if our sponsor or any ofour officers, directors, advisors or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initialbusiness combination within the allotted time frame to complete our initial business combination. 

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

***Founder Shares***

The founder shares are identical to the shares of common stock included in the units being sold in the IPO, except that: (1) prior to ourinitial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board ofdirectors for any reason; (2) our initial stockholders, officers, directors and advisors have entered into a letter agreement with us, pursuant to which they have agreed to waive: (a) their redemption rights with respect to any foundershares and any public shares held by them in connection with our initial business combination, (b) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to approve anamendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if wehave not consummated our initial business combination within 15 months from the IPO or (B) with respect to any other material provision relating to stockholders’ rights or pre-initial businesscombination activity; and (c) their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 15 months from the IPO or during anyExtension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (3) thefounder shares are subject to certain transfer restrictions, as described in more detail below; (4) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination,or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) theholders of founder shares are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders, officers, directors and advisors have agreed (and their permittedtransferees, as applicable, will agree) to vote any founder shares and any public shares held by them in favor of our initial business combination. 

 
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The shares of Class B common stock will automatically convert into shares ofClass A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment asprovided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of our initial business combination, theratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of our Class B common stock agree to waive such anti-dilutionadjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued inconnection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued, toany seller of an interest in the target to us in our initial business combination. 

With certain limited exceptions, the founder sharesare not transferable, assignable or salable (except to our officers, directors and advisors 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) oneyear after the completion of our initial business combination, and (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transactionthat results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of our Class A common stock equals or exceeds $12.00 pershare (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initialbusiness combination. 

In addition, at the time of our initial business combination, our sponsor may agree to vesting or other termsrelating to our founder shares that it believes best align our sponsor’s objectives with that of our post-initial business combination stockholders. For example, in connection with initial business combinations, sponsors of other blank checkcompanies have, in the recent past, subjected a certain number of their founder shares to vesting conditions based on the stock price of the blank check companies’ public stock, which our sponsor may elect to pursue if they believe it will helpeffectuate a business combination, although our sponsor has no obligation or other duty to do so. 

***Preferred Stock***

Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferredstock may be issued from time to time in one or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and anyqualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors are able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect thevoting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring orpreventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will notdo so in the future. No shares of preferred stock are being issued or registered in this IPO. 

 
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***Warrants***

*Public Stockholders’ Warrants*

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

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

Weare not registering the shares of Class A common stock issuable upon exercise of the public warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of ourinitial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance ofthe shares of Class A common stock issuable upon exercise of the public warrants and to maintain a current prospectus relating to those shares of Class A common stock until the public warrants expire or are redeemed. Notwithstanding theabove, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the SecuritiesAct, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be requiredto file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder wouldpay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the publicwarrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” of our Class A common stock shall mean thevolume-weighted average price of our Class A common stock as reported during the 10 trading days ending on the trading day prior to the date that notice of exercise is received by the warrant agent from the holder of such public warrants or itssecurities broker or intermediary. 

 
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We have agreed that any action, proceeding or claim against us arising out of or relating inany way to the warrant agreements will be brought and enforced in the courts of the City of New York, County of New York, State of New York, the United States District Court for the Southern District of New York or the federal district courts of theUnited States, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. However, the enforceability of similar exclusive forum provisions (including exclusive forumprovisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act or the Exchange Act) in other companies’ organizational documents has been challenged in legal proceeds, and there is uncertainty as towhether courts would enforce the exclusive forum provisions in our warrant agreements. Notwithstanding the foregoing, these provisions of the warrant agreements will not apply to suits brought to enforce any liability or duty created by theSecurities Act, Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrantsshall be deemed to have notice of and to have consented to the forum provisions in our warrant agreements. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. See“Risk Factors—Risks Relating to Our Securities—Our warrant agreement will designate the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York asthe sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of holders of our warrants to obtain a favorable judicial forum for disputes with ourcompany.” 

***Redemption of Warrants for Cash.*** Once the warrants become exercisable, we may call the warrants forredemption: 

 
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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 a minimum of 30 days’ prior written notice of redemption, or the30-day redemption period, to each warrant holder; and 

 
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if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (asadjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which wesend the notice of redemption to the warrant holders. 

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

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

***Redemption Procedures and Cashless Exercise.*** If we call the warrants for redemption as described above, our management will havethe option to require all holders that wish to exercise warrants 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, amongother factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. In such event,each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stockunderlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average closing priceof the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice ofredemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise inthis manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after ourinitial business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cashor on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below. 

 
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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 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise. 

***Anti-Dilution Adjustments.*** If the number of outstanding shares of Class A common stock is increased by a stock dividendpayable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A commonstock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class Acommon stock equal to the product of  (1) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into orexercisable for Class A common stock) multiplied by (2) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes(1) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for suchrights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of Class A common stock as reported during the ten trading day period ending on the trading dayprior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. 

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities orother assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certainordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class Acommon stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initialbusiness combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination within the completion window, or (e) in connection with the redemption of our public shares upon our failure tocomplete 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 oneach share of Class A common stock in respect of such event. 

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

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

 
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In case of any reclassification or reorganization of the issued and outstanding shares ofClass A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another entity or conversion of theCompany into another type of entity (other than a merger or consolidation in which we are the continuing entity and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in thecase of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the public warrants will thereafter havethe right to purchase and receive, upon the basis and upon the terms and conditions specified in the public warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise ofthe rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale ortransfer, that the holder of the public warrants would have received if such holder had exercised their public warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amountof securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which each public warrant will become exercisable will be deemed to be the weighted average of thekind and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer shall have been made to and accepted by us (other than a tender, exchange orredemption offer made by us in connection with redemption rights held by our stockholders as provided for in our amended and restated certificate of incorporation or as a result of the redemption of the shares of Class A common stock by us if aproposed initial business combination is presented to our stockholders for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under theExchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) securities representing more than50% of the aggregate voting power, including the power to vote on the election of our directors, of our issued and outstanding equity securities, and (for the avoidance of doubt) such tender offer results in a change of control of us, the holder ofa public warrant shall be entitled to receive as the alternative issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such public warrant holder had exercisedthe public warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject toadjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the public warrant agreement. Additionally, if less than 70% of the consideration receivable by theholders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the public warrant properly exercisesthe public warrant within thirty days following public disclosure of such transaction, the public warrant exercise price will be reduced as specified in the public warrant agreement based on the per share consideration minus Black-Scholes WarrantValue (as defined in the warrant agreement) of the public warrant. 

The public warrants have been issued in registered form under awarrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The public warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for thepurpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the public warrant agreement to the description of the terms of the warrants and the public warrant agreement set forth in therein, or defectiveprovision or (ii) adding or changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the public warrant agreement may deem necessary or desirable and that the parties deem to notadversely affect the rights of the registered holders of the public warrants and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding public warrants and, solely with respect toany amendment to the terms of the private placement warrants or any provision of the private warrant agreement with respect to the private placement warrants, at least 50% of the then outstanding private placement warrants and at least 50% of theregistered holders of the then outstanding public warrants. The public warrant agreement provides that the Company may not lower the warrant price or extend the duration of the exercise period of the public warrants without taking the same actionwith respect to the private placement warrants. 

The public warrant holders do not have the rights or privileges of holders ofClass A common stock and any voting rights until they exercise their public warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the public warrants, each holderwill be entitled to one vote for each share held of record on all matters to be voted on by stockholders. 

 
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No fractional public warrants are issued upon separation of the units and only whole publicwarrants will trade. 

***Private Placement Warrants***

The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not betransferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under the IPO registration statement’s section entitled “PrincipalStockholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers, directors and advisors and other persons or entities affiliated with our sponsor); (3) our sponsor, or its permitted transferees, mayexercise their private placement warrants on a cashless basis, as described below; and (4) the holders thereof (including with respect to the shares of common stock issuable upon exercise of these private placement warrants) are entitled toregistration rights. 

If our sponsor or its permitted transferees elect to exercise their private placement warrants on a cashless basis,they would pay the exercise price by surrendering warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying thewarrants, multiplied by the excess of the “fair market value” (as defined below) over the exercise price of the warrants by (y) the “sponsor fair market value”. The “sponsor fair market value” shall mean thevolume-weighted average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is sent to the warrant agent. We expect to have policies inplace that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is inpossession of material non-public information. Accordingly, unlike public stockholders who could exercise their public warrants and sell the shares of Class A common stock received upon such exercisefreely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise the private placement warrants on acashless basis is appropriate. 

In order to finance transaction costs in connection with an intended initial business combination, oursponsor, an affiliate of our sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds ofthe trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account wouldbe used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to oursponsor. 

The private warrant agreement provides that the Company may not lower the warrant price or extend the duration of the exerciseperiod of the private placement warrants without taking the same action with respect to the public warrants. 

***Dividends***

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

 
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***Our Transfer Agent and Warrant Agent***

The transfer agent for our common stock and warrant agent for our warrants is 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 stockholders, 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. 

***Our Amended and Restated Certificate of Incorporation***

Our amended and restated certificate of incorporation contains certain requirements and restrictions from the time of the IPO that will applyto us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of our common stock. Our initial stockholders, who collectively and beneficially own 20% of ourcommon stock, may participate in any vote to amend our amended and restated certificate of incorporation and has the discretion to vote in any manner it chooses. Unless specified in our amended and restated certificate of incorporation or bylaws, oras required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initialbusiness combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal of directors. Specifically, our amended and restated certificate of 

incorporation provides, among other things, that: 

 
 • 
if we have not completed our initial business combination within 15 months from the IPO, we will: (1) ceaseall operations except for the purpose of winding up; (2) as promptly 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 the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding publicshares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonablypossible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and therequirements of other applicable law; 

 
 • 
prior to our initial business combination, we may not issue additional shares of capital stock that would entitlethe holders thereof to: (1) receive funds from the trust account; or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination; 

 
 • 
although we do not currently intend to enter into a business combination with a target business that isaffiliated with our sponsor, its members, 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 froman independent investment banking firm or from an independent accounting firm that such a business combination is fair to our company from a financial point of view; 

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

 
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 • 
our initial business combination must be with one or more operating businesses or assets with a fair market valueequal to at least 80% of the net assets held in the trust account (excluding the amount of any deferred underwriting discount); 

 
 • 
if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) tomodify the substance or timing of our obligation to allow redemptions 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 IPO or(B) with respect to any other material provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeemall or a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interestshall be net of taxes payable), divided by the number of then 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 amended and restated certificate of incorporation provides that underno circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initialbusiness combination. 

***Certain Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporationand Bylaws***

We have elected to be exempt from the restrictions imposed under Section 203 of the DGCL. However, ourcertificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that such stockholderbecomes an interested stockholder unless: 

 
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prior to such time, our board of directors approved either the business combination or the transaction whichresulted in the stockholder becoming an interested stockholder; 

 
 • 
upon consummation of the transaction which resulted in the stockholder becoming an “interestedstockholder,” the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain shares); or 

 
 • 
on or subsequent to such time, the business combination is approved by the Board and authorized at an annual orspecial meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. 

Generally, a “business combination” includes a merger, asset or stock sale to the interested stockholder. Subject to certainexceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. 

Under some circumstances, this provision will make it more difficult for a person who is an interested stockholder to effect various businesscombinations with us for a three-year period. 

Our certificate of incorporation provides that our sponsor and its various affiliates,successors and transferees will not be deemed to be “interested stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision. 

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could beutilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render moredifficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 

 
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***Exclusive Forum For Certain Lawsuits***

Our amended and restated certificate of incorporation requires that, unless we consent in writing to the selection of an alternative forum,the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee to us or ourstockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or bylaws, or (d) any action asserting a claim against us or any of our directors, officersor employees governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware, except for, as to each of (a) through (d) above, any claim (i) as to which the Court of Chancery determines that there is anindispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested inthe exclusive jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter jurisdiction or (iv) any action arising under the Securities Act, as to which the federaldistrict courts are the exclusive forum. Notwithstanding the foregoing, these provisions will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusivejurisdiction. Although we believe this forum provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and tothe extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules andregulations thereunder. If any action, the subject matter of which is within the scope of the forum provisions of our amended and restated certificate of incorporation, is filed in a court other than a court of the State of Delaware (a “foreignaction”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in suchcourt to enforce the forum provisions (an “enforcement action”), and (ii) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action asagent for such stockholder. 

Our amended and restated certificate of incorporation does not purport to require suits brought to enforce aduty or liability created by the Exchange Act to be brought in the Court of Chancery of the State of Delaware or another court of the State of Delaware. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claimsbrought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce anyduty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, thefederal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court wouldenforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. 

***Special Meeting of Stockholders***

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

***Class B Common Stock Consent Right***

For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of theholders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated certificate of incorporation, whether by merger, consolidationor otherwise, if such amendment, alteration or repeal would after or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at anymeeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstandingClass B common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted. 

 
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***Advance Notice Requirements for Stockholder Proposals and Director Nominations***

Our bylaws provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates forelection as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have tocomply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the firstanniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the noticeperiods contained therein. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conductof meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitationof proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us. 

***Actionby Written Consent***

Any action required or permitted to be taken by our stockholders must be effected by a duly called annual orspecial meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock. 

***Classified Board of Directors***

Our board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of eachclass serving staggered three-year terms. Our amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferredstock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to votegenerally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directorsthen in office. 

***Securities Eligible for Future Sale***

We have 28,750,000 shares of Class A common stock outstanding. All of these shares are freely tradable without restriction or furtherregistration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 7,187,500 Class B founder shares and all 15,035,500 private placement warrantsare restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth in the IPO prospectus. 

***Rule 144***

Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would beentitled to sell their securities provided that: (1) 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 (2) we are subject to the Exchange Act periodicreporting requirements for 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 12 months (or such shorter period as we were required to file reports) preceding thesale. 

 
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Persons who have beneficially owned restricted shares of our common stock or warrants for atleast six months but 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 anumber of securities that does not exceed the greater of: 

 
 • 
1% of the total number of shares of Class A common stock then outstanding, which will equal 287,500 shares;or 

 
 • 
the average weekly reported trading volume of the common stock during the four calendar weeks preceding thefiling of a notice on Form 144 with respect to the sale. 

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

***Restrictions onthe Use of Rule 144 by Shell Companies or Former Shell Companies***

Rule 144 is not available for the resale of securities initiallyissued by shell companies (other than a 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 followingconditions are met: 

 
 • 
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 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and 

 
 • 
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SECreflecting its status as an entity that is not a shell company. 

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

***Registration Rights***

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

***Listing of Securities***

We have listed our units, Class A common stock and warrants on the NYSE under the symbols “CXAC.U,” “CXAC” and“CXAC WS,” respectively. The common stock and warrants constituting the units began separate trading on February 28, 2022. 

 

 
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**