Exhibit 4.5



DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934



The following summary of the material
terms of the securities of AP Acquisition Corp (“we,” “us,” “our” or “the company”) is
not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to
our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Report”), and applicable law. We urge you
to read our amended and restated memorandum and articles of association in their entirety for a complete description of the rights and
preferences of our securities.



Certain Terms



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



| | • | “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles
of association of the company in place upon the consummation of our initial public offering;
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| | • | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;
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| | • | “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for
our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but
not limited to a private placement of equity or debt;
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| | • | “extension option” are to our option, upon deposit of an additional $0.10 per public share (a total of $1,750,000) into
the trust account, to extend the available time to consummate our initial business combination by three months. We may exercise the extension
option up to two times by resolution of our board if requested by our sponsor, allowing for up to an additional six months (for a total
of 24 months) to complete a business combination.
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| | • | “Extension Period” is to any one of the two permitted additional three-month periods in which we have to consummate a
business combination beyond 18 months pursuant to the exercise of an extension option by resolution of our board if requested by our sponsor;
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| | • | “founder shares” are to our Class B ordinary shares initially issued to our initial shareholder in a private placement
prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B
ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of
doubt, such Class A ordinary shares will not be “public shares”);
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| | • | “initial shareholder” is to holder of our founder shares prior to our initial public offering (including all of the founder
shares that our sponsor will transfer to each of our three independent directors);
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| | • | “management” or our “management team” are to our executive officers and directors;
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| | • | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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| | • | “private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the
closing of our initial public offering and upon conversion of working capital loans, if any;
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| | • | “public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent
our sponsor and/or members of our management team purchase public shares, providedthat our sponsor’s and each member of
our management team’s status as a “public shareholder” will only exist with respect to such public shares;
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| | • | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether
they are purchased in our initial public offering or thereafter in the open market);
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| | • | “public warrants” are to our warrants sold as part of the units in our initial public offering (whether they are purchased
in our initial public offering or thereafter in the open market);
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| | • | “sponsor” are to AP Sponsor LLC, a Cayman Islands limited liability company; and
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| | • | “we”, “us”, “our”, “company”, “the Company” or “our company”
are to AP Acquisition Corp, a Cayman Islands exempted company.
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General



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



Units



Each unit has an offering price
of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described in this exhibit.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s Class A
ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.



The Class A ordinary shares
and warrants comprising the units began separate trading on February 7, 2022. Once the Class A ordinary shares and warrants
commence separate trading, holders have the option to continue to hold units or separate their units into the component securities. Holders
need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. No
fractional warrants may be issued upon separation of the units and only whole warrants may trade. Accordingly, unless you purchase at
least two units, you will not be able to receive or trade a whole warrant.



Ordinary Shares



Upon the closing of our initial
public offering, there were 21,562,500 of our ordinary shares outstanding, including:



| | • | 17,250,000 Class A ordinary shares underlying the units issued in our initial public offering; and
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| | • | 4,312,500 Class B ordinary shares held by our initial shareholder.
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Ordinary shareholders of record
are entitled to one vote for each ordinary share held on all matters to be voted on by shareholders except as described below. Except
as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single
class on all matters submitted to a vote of our shareholders except as required by law.



Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be
entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination,
holders of a majority of our founder shares may remove a member of the board of directors for any reason.



Unless specified in our amended
and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock
exchange rules, an ordinary resolution under Cayman Islands law, which requires the affirmative vote of shareholders holding a majority
of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous
written resolution of all of our shareholders entitled to vote at a general meeting of the company, is required to approve any such matter
voted on by our shareholders. Approval of certain actions, such as amending our amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company, requires a special resolution under Cayman Islands law and pursuant
to our amended and restated memorandum and articles of association, being the affirmative vote of shareholders holding a majority of not
less than two-thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the
company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. The provisions
of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial
business combination may only be amended by a special resolution passed by the affirmative vote of shareholders holding a majority of
not less than two-thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting
of the company which shall include the affirmative vote of holders of a simple majority of our Class B ordinary shares or a unanimous
written resolution of all of our shareholders entitled to vote at a general meeting of the company.













Only holders of our Class B
ordinary shares has the right to vote on the appointment of directors and to remove directors prior to our initial business combination.



We will provide our public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary 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 business
days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and
not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of the then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.30 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 underwriter. The redemption rights will include the requirement
that a beneficial owner must identify itself in order to validly redeem its shares. Each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our sponsor and each member of
our management team have entered into an 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 with (i) the completion of our initial business combination and
(ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed 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 from the closing of our initial public offering or during an Extension Period or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares.



Unlike many blank check companies
that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon the completion of such initial business combinations even when a vote is not required by law,
if a shareholder vote is not required by applicable law or stock exchange listing requirements, if a shareholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a shareholder vote for business or other reasons,
we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer
rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended
and restated memorandum and articles of association requires these tender offer documents to contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide
to obtain shareholder approval for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.



If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and
pursuant to our amended and restated memorandum and articles of association, which requires the affirmative vote of shareholders holding
a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company
or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such meeting
will be present if holders of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person
by proxy. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares
in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need
(i) 6,468,751, or 37.5% or (ii) 4,468,751, or 25.9% (assuming Tokyo Century votes its shares in favor of our initial business
combination) of the 17,250,000 public shares sold in our initial public offering to be voted in favor of an initial business combination
in order to have our initial business combination approved. The participation of our sponsor, officers, directors, advisors or their affiliates
in privately-negotiated transactions (as described in this exhibit), if any, could result in the approval of our initial business combination
even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For
purposes of seeking approval of holders of a majority of our issued and outstanding ordinary shares, non-votes will have no effect on
the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association
requires that at least five days’ notice will be given of any general meeting.













If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, then, pursuant to our amended and restated memorandum and articles of association, a public shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to Excess Shares,
without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares
exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.



Pursuant to our amended and restated
memorandum and articles of association, if we have not consummated an initial business combination within 18 months from the closing of
our initial public offering or during an Extension Period, we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law. Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to
waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate
an initial business combination within 18 months from the closing of our initial public offering or during an Extension 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 timeframe). Our amended and restated memorandum and articles of association provides
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.



Our shareholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, upon the completion of our initial
business combination, subject to the limitations described herein.













Founder Shares



The founder shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units
being sold in our initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except
that: (a) prior to our initial business combination, only holders of the founder shares have the right to vote on the appointment
of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the
founder shares are subject to certain transfer restrictions, as described in more detail below; (c) our sponsor and each member of
our management team have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights
with respect to their founder shares and public shares in connection with our initial business combination, (ii) waive their redemption
rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to our amended
and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders
of our Class A ordinary shares the right to have their shares redeemed 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 from the closing of our initial
public offering or during an Extension Period or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares; and (iii) waive their rights to liquidating distributions from the trust account with respect to any
founder shares they hold if we fail to consummate an initial business combination within 18 months from the closing of our initial public
offering or during an Extension 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 timeframe); (d) the
founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or earlier
at the option of the holders thereof on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described
herein; and (e) the founder shares are entitled to registration rights. If we seek shareholder approval, we will complete our initial
business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and pursuant to our amended and
restated memorandum and articles of association, which requires the affirmative vote of shareholders holding a majority of the shares
which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution
of all of our shareholders entitled to vote at a general meeting of the company. A quorum for such meeting will be present if holders
of one-third of the issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. In such case,
our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial
business combination.



The founder shares will automatically
convert into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights
or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon the completion of our initial public offering, plus (ii) the total number
of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding
any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor,
its affiliates or any member of our management team upon conversion of working capital loans (unless the holders of a majority of the
issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or
deemed issuance). In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.













Except as described herein, our
initial shareholder, executive officers and directors have agreed not to transfer, assign or sell any of their founder shares until the
earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business
combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day
period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property. We refer to such transfer restrictions throughout this exhibit as the lock-up.
Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholder with respect to any
founder shares.



Register of Members



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



| | • | the names and addresses of the members, together with a statement of the shares held by each member,
                                                                   and such statement shall confirm (i) the amount paid or agreed to be considered as paid on the shares of each member,
                                                                   (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a
                                                                   member carries voting rights under the articles of association of the company, and if so, whether such voting rights are
                                                                   conditional;
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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.
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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 of members will raise a presumption
of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter
of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of our initial
public offering, the register of members was immediately updated to reflect the issue of shares by us. Once our register of members has
been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their
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 has the 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 register of 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.



Preference Shares



Our amended and restated memorandum
and articles of association authorizes 5,000,000 preference shares and provide that preference shares may be issued from time to time
in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative,
participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares
of each series. Our board of directors is able to, without shareholder approval, issue preference shares with voting and other rights
that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.
The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring
or preventing a change of control of us or the removal of existing management. We have no preference shares issued and outstanding at
the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the
future. No preference shares are being issued or registered in our initial public offering.













Warrants



Public Shareholders’ Warrants



Each whole warrant entitles the
holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at
any time commencing 30 days after the completion of our initial business combination. However, no warrants will be exercisable for cash
unless we have an effective and current registration statement covering Class A ordinary share issuable upon exercise of the warrants
and a current prospectus relating to such Class A ordinary share. Notwithstanding the foregoing, if a registration statement covering
Class A ordinary share issuable upon exercise of the public warrants is not effective within a specified period following the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or
another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless
exercise, each holder 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 underlying the warrants, multiplied
by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair
market value. The “fair market value” for this purpose means the average reported last sale price of Class A ordinary
share 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. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.



We may call the warrants for redemption,
in whole and not in part, at a price of $0.01 per warrant,



| | • | at any time after the warrants become exercisable,
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| | • | upon not less than 30 days’ prior written notice of redemption to each warrant holder,
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| | • | if, and only if, the reported last sale price of Class A ordinary share equals or exceeds $18.00 per share (as adjusted for share
divisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing
at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;
and
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| | • | if, and only if, there is a current registration statement in effect with respect to Class A ordinary share underlying such warrants.
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The right to exercise will be
forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date,
a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender
of such warrant.



The redemption criteria for our
warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price
and provide a sufficient differential between the then- prevailing share price and the warrant exercise price so that if the share price
declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.



If we call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder 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 underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the
fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of Class A
ordinary share for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants.



The warrants will be issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct
any mistake, 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 this exhibit, or to cure, correct or supplement any defective provision, or (ii) to add or change any other
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 the parties deem to not adversely affect the interests of the registered holders of the warrants. The warrant agreement
requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to
make any change that adversely affects the interests of the registered holders.













The exercise price and number
of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of
a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described
below, the warrants will not be adjusted for issuances of shares of Class A ordinary share at a price below their respective exercise
prices.



In addition, if (x) we issue
additional shares of Class A ordinary share or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share (with such issue price
or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor,
initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption
trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or
(ii) the Newly Issued Price.



The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of shares of Class A ordinary share and any voting rights until they exercise
their warrants and receive shares of Class A ordinary share. After the issuance of shares of Class A ordinary share upon
exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by
shareholders.



Warrant holders may elect to be
subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants
to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of Class A ordinary
share outstanding.



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



We have agreed that, subject to
applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, 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, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim. See “Risk Factors — Our warrant agreement designates the courts of the State of New York or the United
States District Court for the Southern District of New York as the 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 warrant holders to obtain a favorable judicial forum
for disputes with our company.” This exclusive forum provision shall not apply to suits brought to enforce a duty or liability created
by the Exchange Act, any other claim for which the federal district courts of the United States of America are the sole and exclusive
forum.



Private Placement Warrants



The private placement
warrants (including the Class A ordinary share issuable upon exercise of the private placement warrants) are not transferable, assignable
or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described
under the section ofthe 424B4 prospectus dated December 16, 2021 entitled “Principal Shareholders
 — Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities
affiliated with our sponsor) and (except as described elsewhere in this exhibit) they are not redeemable by us. Except as described below,
the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in
our initial public offering, including as to exercise price, exercisability and exercise period.













If holders of the private placement
warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary
shares underlying the warrants multiplied by the excess of the “fair market value” (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” means the average reported closing price of the
Class A ordinary share for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it
is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that
prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will
be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.
Accordingly, unlike public shareholders who could exercise their warrants sell Class A ordinary share issuable upon exercise of the
warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing
the holders to exercise such warrants on a cashless basis is appropriate.



In order to finance transaction
costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such working capital loans
by our sponsor or their affiliates, or our officers and directors, if any, have not been determined, and no written agreements exist with
respect to such loans.



Our sponsor has agreed
not to transfer, assign or sell any of the private placement warrants (including the Class A ordinary share issuable upon exercise
of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among
other limited exceptions asset forth in the 424B4 prospectus dated December 16, 2021 under the
section entitled “Principal Shareholders — Transfers of Founder Shares and Private Placement Warrants” made to our officers
and directors and other persons or entities affiliated with our sponsor.



Dividends



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



Our Transfer Agent and Warrant Agent



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



Certain Differences in Corporate Law



Cayman Islands companies are governed
by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory 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 laws applicable to companies incorporated in the United States and their
shareholders.













Mergers and Similar Arrangements.In certain circumstances, 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 (providedthat it is facilitated by the laws
of that other jurisdiction).



Where the merger or consolidation
is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing
certain prescribed information. That plan of merger or consolidation must then be authorized by (a) a special resolution (being the
affirmative vote of shareholders holding a majority of not less than two-thirds of the shares (or any higher threshold specified in a
company’s articles of association) which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting
of the company or a unanimous written resolution) of the shareholders of each company; and (b) such other authorization, if any,
as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a 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 its subsidiary
company where the parent and subsidiary company are both incorporated under the Companies Act. 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 the requirements 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, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements
set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents
of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; and (iv) that no scheme, order, compromise or other similar arrangement
has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.



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



Where the above procedures are
adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of their shares upon
their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or
consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is
authorized by the vote; (b) within 20 days following 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) a shareholder must within
20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his decision to
dissent including, among other details, a demand for payment of the fair value of his shares;













within seven days following the
date of the expiration of the period set out in paragraph (c) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a
written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the
company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder
such amount; and (e) if the company and the shareholder fail to agree on a price within such 30 day period, within 20 days following
the date on which such 30 day period expires, the company must (and any dissenting shareholder may) file a petition with the Cayman Islands
Grand Court to determine the fair value and such petition by the company 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 the hearing
of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to
be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed
by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting
shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an
open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date and where the consideration
for such shares are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.



Moreover, Cayman Islands law has
separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, by way of schemes
of arrangement, which will generally be more suited for complex mergers or other transactions involving widely held companies, commonly
referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger
was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures
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 to be 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 general meeting, or meeting summoned for that purpose.



The convening 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 not be approved, the court can be expected to approve
the arrangement if it satisfies itself that:



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



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



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



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



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



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













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



Shareholders’ Suits.Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, is not aware of any reported 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 for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and
a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman
Islands, exceptions to the foregoing principle apply in circumstances in which:



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



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



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



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



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



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



Special Considerations for
Exempted Companies.We are an exempted company with limited liability under the Companies Act. The 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 apply to 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 (other than an exempted company holding a license to carry on business in the Cayman Islands) does not have to
file an annual return of its shareholders with the Registrar of Companies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



| | • | an exempted company may obtain an undertaking against the imposition of any future taxation;
| | - | --------------------------------------------------------------------------------------------



| | • | an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
| | - | --------------------------------------------------------------------------------------------------------------------------













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



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



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



Amended and Restated Memorandum and Articles of
Association



Our amended and restated memorandum
and articles of association contains provisions designed to provide certain rights and protections relating to our initial public offering
that applies to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution
under Cayman Islands law. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved
by either (i) the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares (or any higher threshold
specified in a company’s articles of association) which, being so entitled, are voted thereon in person or by proxy at a quorate
general meeting of the company; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution
of all of the company’s shareholders entitled to vote. Our amended and restated memorandum and articles of association provides
that special resolutions must be approved either by the affirmative vote of shareholders holding a majority of not less than two thirds
of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company (i.e., the
lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders entitled to vote
at a general meeting of the company, providedthat the provisions of our amended and restated memorandum and articles of association
governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution
passed by the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled,
are voted thereon in person or by proxy at a quorate general meeting of the company which shall include the affirmative vote of holders
of a simple majority of our Class B ordinary shares or by a unanimous written resolution of all of our shareholders entitled to vote
at a general meeting of the company.



Our sponsor and its permitted
transferees, if any, who will collectively beneficially own 20% of our issued and outstanding ordinary shares upon the closing of our
initial public offering (assuming they do not purchase any units in our initial public offering), will participate in any vote to amend
our amended and restated memorandum and articles of association and will have the discretion to vote in any manner they choose.



Specifically, our amended and
restated memorandum and articles of association provides, among other things, that:



| | • | If we have not consummated an initial business combination within 18 months from the closing of our initial public offering or during
an Extension Period, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but no 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 earned on the funds held in the trust account and not previously released
to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business
combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination
or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we
have to consummate a business combination beyond 18 months from the closing of our initial public offering or during an Extension Period
or (y) amend the foregoing provisions;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













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



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



| | • | So long as our securities are then listed on the NYSE, our initial business combination must occur with one or more target businesses
that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of
deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of signing a definitive agreement
to enter into the initial business combination;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | If our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would modify
the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
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 from the closing of our initial public offering or during an Extension Period or (B) with respect to
any other provision relating to the rights of holders of our Class A ordinary shares, we will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares 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 earned on the funds held in the trust account and
not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of the then-outstanding public shares, subject to the limitations described herein; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | We will not effectuate our initial business combination solely with another blank check company or a similar company with nominal
operations.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | Our amended and restated memorandum and articles of association provides that unless we consent in writing to the selection of an
alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection
with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders’ shareholding
in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our
shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated
memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine
(as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to the exclusive
jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Our amended and restated memorandum of association
provides that derivative actions do not include claims under the Securities Act of 1933, as amended or the Exchange Act 1934, as amended,
and that claims under such laws must be brought in the federal courts of the United States of America and that any shareholder will be
deemed to have consented to such jurisdictions. Our amended and restated memorandum and articles of association also provides that, without
prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate
remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled,
without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or
actual breach of the selection of the courts of the Cayman Islands as exclusive forum.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













In addition, our amended and restated
memorandum and articles of association provides that under no circumstances will we redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001.



The Companies Act permits a company
incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution, which
requires the affirmative vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled, are
voted thereon in person or by proxy at a quorate general meeting of the company, or by a unanimous written resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.



Anti-Money Laundering — Cayman Islands



In order to comply with legislation
or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and
may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions,
we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information)
to a suitable person.



We reserve the right to request
such information as is necessary to verify the identity of a subscriber. In some cases the directors may be satisfied that no further
information is required since an exemption applies under the Anti-Money Laundering Regulations (As Revised) of the Cayman Islands, as
amended and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a detailed
verification of identity might not be required where:



| | a) | the subscriber is a relevant financial business required to comply with the Regulations or is a majority-owned subsidiary of such
a business; or
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | the subscriber is acting in the course of a business in relation to which a regulatory authority exercises regulatory functions and
which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee (“Equivalent Jurisdiction”) or
is a majority-owned subsidiary of such subscriber; or
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | the subscriber is a central or local government organization, statutory body or agency of government in the Cayman Islands or an Equivalent
Jurisdiction; or
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | the subscriber is a company that is listed on a recognized stock exchange and subject to disclosure requirements which impose requirements
to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary of such a company; or
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | the subscriber is a pension fund for a professional association, trade union or is acting on behalf of employees of an entity referred
to in sub-paragraphs (a) to (d); or
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f) | the application is made through an intermediary which falls within one of sub-paragraphs (a) to (e). In this situation the company
may rely on a written assurance from the intermediary which confirms (i) that the requisite identification and verification procedures
on the applicant for business and its beneficial owners have been carried out; (ii) the nature and intended purpose of the business
relationship; (iii) that the intermediary has identified the source of funds of the applicant for business; and (iv) that the
intermediary shall make available copies of any identification and verification data or information and relevant documents.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













For the purposes of these exceptions,
recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by
reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.



In the event of delay or failure
on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.



We also reserve the right to refuse
to make any payment to a shareholder if our officers or directors suspect or are advised that the payment to such shareholder might result
in a breach of applicable anti- money laundering or other 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.



If any person resident in the
Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct
or money laundering or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion
came to their attention in the course 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 Authority of the Cayman Islands, pursuant to
the Proceeds of Crime Act (As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (ii) a
police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of
the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not
be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.



Data Protection — Cayman Islands



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



Privacy Notice



Introduction



This privacy notice puts our shareholders
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 DPA (“personal data”). In the following discussion, 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 that could 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 and regulatory obligations to which we are subject. We will only
transfer personal data in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information
security measures designed to protect 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 DPA, while our 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 DPA or may process personal information for their 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 contact
information, 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 shareholders’ investment activity.



Who this Affects



If you are a natural person, this
affects 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 to you for any reason in relation your investment in the company,
this is relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise
them of its content.



How the Company May Use a Shareholders’
Personal Data



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



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



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



| | c) | where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your 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 the relevant 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 certain entities 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 accordance with the requirements of
the DPA.



We and our duly authorized affiliates
and/or delegates shall apply appropriate technical 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 or freedoms or those data subjects to
whom the relevant personal data relates.



Certain Anti-takeover Provisions of our Amended
and Restated Memorandum and Articles of Association



Only holders of our Class B
ordinary shares has the right to vote on the appointment of directors and to remove directors prior to our initial business combination.













Our authorized but unissued ordinary
shares and preference shares are available for future issuances without shareholder approval and could 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 shares could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.



Securities Eligible for Future Sale



We have 21,562,500 Class A
ordinary shares issued and outstanding. Of these shares, 17,250,000 Class A ordinary shares sold in our initial public offering are
freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased
by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding 4,312,500 founder shares
and all of the outstanding 10,625,000 private placement warrants are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering.



Rule 144



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



Persons who have beneficially
owned restricted shares or warrants for at least 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 a number of securities that does not exceed the greater of:



| | • | 1% of the total number of ordinary shares then-outstanding, which will equal 172,500 shares immediately after our initial public offering;
or
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



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



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



Restrictions on the Use of Rule 144 by Shell
Companies or Former Shell Companies



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



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



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













Registration and Shareholder Rights



The holders of the founder shares,
private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary
shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital
loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the effective date of
our initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that
we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our completion of our initial business combination. However, the registration and shareholder rights agreement
provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the
applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in
the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the
completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.



Except as described herein,
our initial shareholder, executive officers and directors have agreed not to transfer, assign or sell their founder shares until the
earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial
business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as
adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which
we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees would be
subject to the same restrictions and other agreements of our initial shareholder with respect to any founder shares. We refer to
such transfer restrictions throughout this exhibit as the lock-up.



In addition, pursuant to the registration
and shareholder rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to
nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration
and shareholder rights agreement.