Exhibit 4.5

DESCRIPTION
OF SECURITIES REGISTERED

PURSUANT
TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934



General

As of December 31, 2021, Games & Esports Experience
Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its
Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its warrants, with each whole warrant
exercisable for one Class A ordinary share at an exercise price of $11.50 per share, and (iii) its units, with each unit consisting of
one Class A ordinary share and one-half of one redeemable warrant. In addition, this Description of Securities also contains a description
of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” or “founder shares”),
which is not registered pursuant to Section 12 of the Exchange Act but is convertible into Class A ordinary shares. The description of
the Class B ordinary shares is necessary to understand the material terms of the Class A ordinary shares.

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 (As Revised) of the Cayman
Islands, as the same may be amended from time to time (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 220,000,000 ordinary shares, $0.0001 par
value each, including 200,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares,
$0.0001 par value 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 and our warrants as
set out more particularly in our warrant agreement. Because it is only a summary, it may not contain all the information that is important
to you. The following summary is qualified in its entirety by reference to our amended and restated memorandum and articles of association
and warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December
31, 2021 (the “Annual Report”), of which this Exhibit 4.5 is a part. Defined terms used herein and not defined herein shall
have the meaning ascribed to such terms in the Annual Report.

Our units, Class A ordinary shares and warrants
are listed on the Nasdaq Global Market under the symbols “GEEXU,” “GEEX” and “GEEXW,” respectively.

Units

Each unit consists of one Class A ordinary share
and one-half of one redeemable warrant. Each whole warrant entitles its holder to purchase one Class A ordinary share at a price of $11.50
per share, subject to adjustment as described in our final IPO prospectus filed with the U.S. Securities and Exchange Commission (the
 “SEC”) on December 3, 2021. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a
whole number of our 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 commenced separate trading on the Nasdaq Global Market on January 24, 2022. Holders have the option to continue to hold units
or separate their units into the component securities. Holders will 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 will be issued upon separation of the units and only
whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon separation
of the units will be rounded down to the nearest whole number of warrants.

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



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Ordinary Shares

As of March 25, 2022, there were 20,000,000 Class
A ordinary shares issued and outstanding and 5,000,000 Class B ordinary shares issued and outstanding.

Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. 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. 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 a majority of the shareholders who attend and vote at a general meeting of the company, is required to approve any
such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being
the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect
to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors
can appoint all of the directors. However, only holders of Class B ordinary shares will have the right to appoint directors in any election
held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares
will not have the right to appoint any directors until after the completion of our initial business combination. 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. The provisions of our amended and restated memorandum and articles of association relating to the rights of holders of
Class B ordinary shares to appoint or remove directors prior to our initial business combination may only be amended by a special resolution
passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of funds legally available therefor.

Because our amended and restated memorandum and
articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we
are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.

Our board of directors is divided into three classes
with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first
annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to
hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement
under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general
meeting to appoint new directors prior to the consummation of our initial business combination. Prior to the completion of an initial
business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder
shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove
a member of the board of directors for any reason.

We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of 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 (net of taxes paid or payable), divided by the number of then issued and outstanding
public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.25 per
public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. Our initial shareholders have entered into agreements with us, pursuant to which
they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion
of our initial business combination. The other members of our management team have entered into agreements similar to the one entered
into by our Sponsor with respect to any public shares acquired by them in or after the IPO.



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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 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 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 receive an ordinary resolution under Cayman Islands law, which
requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. However, the
participation of our Sponsor, officers, directors, advisors or their affiliates in privately negotiated transactions (as described in
our final IPO prospectus filed with the SEC on December 3, 2021), 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 an ordinary resolution, non-votes and abstentions 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, our amended and restated memorandum and articles of association provides that 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 shares with respect to more than an aggregate of
15% of the shares sold in the IPO, which we refer to as the “Excess Shares,” without our prior consent.

However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’
inability to redeem the Excess Shares will reduce their influence over our ability to 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.

If we seek shareholder approval in connection with
our initial business combination, our initial shareholders have agreed to vote their founder shares and any public shares purchased during
or after the IPO in favor of our initial business combination. The other members of our management team have entered into agreements similar
to the one entered into by our Sponsor with respect to any public shares acquired by them in or after our IPO. Additionally, 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.



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Pursuant to our amended and restated memorandum
and articles of association, if we do not complete our initial business combination within the completion window, we will (i) cease all
operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of 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 in all cases subject to the other requirements of applicable law. Our
initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within the completion
window. However, if our initial shareholders or management team acquire public shares in or after the IPO, they will be entitled to liquidating
distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination within
the prescribed time period. 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 10 business days thereafter, subject to applicable Cayman Islands
law.

In the event of a liquidation, dissolution or winding
up of the company after a business combination, our shareholders are entitled to 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 (less up to $100,000 of interest to pay dissolution
expenses and net of taxes paid or payable), divided by the number of then issued and 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 sold in the IPO, and holders
of founder shares have the same shareholder rights as public shareholders, except that (i) prior to our initial business combination,
only holders of our Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion
of our initial business combination and holders of a majority of our Class B ordinary shares may remove a member of the board of directors
for any reason; (ii) the founder shares are subject to certain transfer restrictions contained in a letter agreement that our initial
shareholders, directors and officers have entered into with us, as described in more detail below; (iii) pursuant to such letter agreement,
our initial shareholders, directors and officers have agreed to (A) waive their redemption rights with respect to their founder shares
and public shares held by them, as applicable, in connection with the completion of our initial business combination, (B) waive their
redemption rights with respect to their founder shares and public shares held by them, as applicable, in connection with a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (1) that would affect the substance or
timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem
100% of our public shares if we have not consummated an initial business combination within the completion window or (2) with respect
to any other provision relating to shareholders’ rights or pre-initial business combination activity and (C) waive their rights
to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete our initial business combination
within the completion window (although they will be entitled to liquidating distributions from the Trust Account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed time frame); (iv) the founder shares will
automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business
combination, or earlier at the option of the holder thereof, as described below; and (v) the founder shares are entitled to registration
rights pursuant to a registration rights agreement, dated as of December 1, 2021, with the Company. If we submit our initial business
combination to our public shareholders for a vote, the anchor investors, our initial shareholders, directors and officers have agreed
to vote their founder shares and any public shares purchased during or after the IPO in favor of our initial business combination. The
other members of our management team have entered into agreements similar to the one entered into by our Sponsor with respect to any public
shares acquired by them in or after the IPO.



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The founder shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at
the option of the holder thereof, on a one-for-one basis. However, if additional Class A ordinary shares or any other equity-linked securities
are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of our initial business combination,
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 outstanding upon completion of the IPO plus (ii) the total number of
Class A ordinary shares issued, or 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, or to be issued,
to any seller in the initial business combination and any private placement warrants issued to our Sponsor upon conversion of working
capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.

Our initial shareholders have agreed not to transfer,
assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination;
and (ii) subsequent to our initial business combination (x) the date on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property or (y) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our initial business combination (except as described in the section of our
final IPO prospectus filed with the SEC on December 3, 2021 entitled “Principal Shareholders - Transfers of Founder
Shares and Private Placement Warrants”). Any permitted transferees will be subject to the same restrictions and other agreements
of our initial shareholders with respect to any founder shares.

Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the appointment 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. These provisions of our amended and
restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our
ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote
in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public
shares will vote together as a single class, with each share entitling the holder to one vote.

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, a statement of the shares held by
each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights of shares;
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| | • | the date on which the name of any person was entered on the register as a
member; and
| | - | -------------------------------------------------------------------------------------

| | • | 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 the IPO, the register
of members was updated to reflect the issuance 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

As of the date of the Annual Report, there were
no preference shares issued and outstanding. Our amended and restated memorandum and articles of association authorizes 1,000,000 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.

Warrants

Public Shareholders’ Warrants

Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means that
only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to
you upon separation of the units will be rounded down to the nearest whole number of warrants. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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



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We have agreed that as soon as practicable, but
in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable
efforts to file with the SEC (i) a post-effective amendment to the registration statement for which our final IPO prospectus filed with
the SEC on December 3, 2021 forms a part or (ii) a new registration statement for the registration, under the Securities Act, of
the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the registration
statement to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness
of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed,
as specified in the warrant agreement; provided that if our Class A ordinary shares are at the time of any exercise of a warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b) (1) of
the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption, but we will use our commercially reasonable efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the
warrants for that number of Class A ordinary shares equal to the lesser of (A) 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)
less the exercise price of the warrants by (y) the Fair Market Value and (B) 0.361. The “Fair Market Value” as used in this
paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day
prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per Class A ordinary share
equals or exceeds $18.00

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

| | • | in whole and not in part;
| | - | -------------------------

| | • | at a price of $0.01 per warrant;
| | - | --------------------------------

| | • | upon a minimum of 30 days’ prior written notice of redemption to each
warrant holder; and
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| | • | if, and only if, the closing price of the Class A ordinary shares equals
or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
as described herein under the heading “-Warrants - Public Shareholders’ Warrants - Anti-dilution
Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders.
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We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of
the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption
period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. As a result, we may redeem warrants even if the holders
are otherwise unable to exercise their warrants.

We have established the $18.00 (as adjusted) redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall
below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant as described herein under the heading “—Warrants-Public Shareholders’ Warrants-Anti-Dilution Adjustments”)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.



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Redemption of warrants when the price per Class A ordinary share
equals or exceeds $10.00

Once the warrants become exercisable, we may redeem
the outstanding warrants:

| | • | in whole and not in part;
| | - | -------------------------

| | • | at $0.10 per warrant upon a minimum of 30 days’ prior written notice
of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive
that number of shares determined by reference to the table below, based on the redemption date and the “Fair Market Value”
of our Class A ordinary shares (as defined below) except as otherwise described below;
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| | • | if, and only if, the closing price of our Class A ordinary shares equals
or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of
a warrant as described herein) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice
of redemption to the warrant holders; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | if the closing price of the Class A ordinary shares for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described herein under the heading “- Warrants - Public Shareholders’
Warrants - Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption
on the same terms as the outstanding public warrants, as described above.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in
the table below represent the number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “Fair Market Value” of our Class A ordinary shares
on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per
warrant), determined for these purposes based on volume weighted average price of our Class A ordinary shares during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the
corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our
warrant holders with the final Fair Market Value no later than one business day after the 10-trading day period described above ends.

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

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

8







|​                                | ​ | ​ | Fair Market Value of Class A Ordinary Shares | ​
|--------------------------------------------------- | -------------------- | -------------------- | -------------------------------------------- | --------------------
|Redemption Date 
(period to expiration of warrants) | ​ | ​ | ≤10.00                                       | ​
|                                                    |                      |                      |                                              |                     

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

The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will
be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and
the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted
average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants,
holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each
whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume
weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of
redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the
warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares
for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for
more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants
are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant
to this redemption feature, since they will not be exercisable for any Class A ordinary shares.



9





This redemption feature differs from the warrant
redemption features used in some other blank check offerings, which typically only provide for a redemption of warrants for cash (other
than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period
of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares
are trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares is below
the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants
without the warrants having to reach the $18.00 per share threshold set forth above under “- Redemption of warrants when the price
per Class A ordinary share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption
pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed
volatility input as of the date of our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the
outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would
have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise
this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest
to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when
the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it provides
certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their
warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares
are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary
shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such
Class A ordinary shares were trading at a price higher than the exercise price of $11.50.

No fractional Class A ordinary shares will be issued
upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable
for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company
in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable
for a security other than the Class A ordinary shares, the company (or surviving company) will use its commercially reasonable efforts
to register under the Securities Act the security issuable upon the exercise of the warrants.

Redemption Procedures

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

Anti-Dilution Adjustments

If the number of issued and outstanding Class A
ordinary shares is increased by a capitalization or share dividend paid in Class A ordinary shares to all or substantially all holders
of Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such capitalization
or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased
in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering made to all or substantially all
holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market
value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares
equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity
securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient
of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes,
(i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable
for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted average price of Class
A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A
ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.



10





In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of
the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are then
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis
with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date
of declaration of such dividend or distribution, does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and
excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary
shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with
a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (i) that would affect
the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated an initial business combination within the completion window or (ii)
with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price
will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of
any securities or other assets paid on each Class A ordinary share in respect of such event.

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

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

In addition, if (x) we issue additional ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at
an issue price or effective issue price of less than $9.20 per 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 or its affiliates, without taking into account
any founder shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross 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 completion of our initial business combination (net of redemptions),
and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading
day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20
per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, the $10.00 per share redemption trigger price described above under “- Redemption of warrants when the
price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “- Redemption of
warrants when the price per Class A ordinary share equals or exceeds $18.00” and “- Redemption of warrants when the price
per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of
the Market Value and the Newly Issued Price.



11





In case of any reclassification or reorganization
of the issued and outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class
A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and
outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu
of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended
and restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed
initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule
12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a
warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in the warrant agreement. If less than 70% of the consideration receivable by the holders of Class A ordinary
shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a
national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value
(as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders
of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the
warrants otherwise do not receive the full potential value of the warrants.



12





The warrants were 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 for the purpose of (i) curing 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 our final IPO prospectus filed with the SEC on December 3, 2021, or defective provision (ii) amending the
provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding
or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants,
provided that the approval by the holders of at least 50% of the then outstanding public warrants is required to make any change that
adversely affects the interests of the registered holders and, solely with respect to any amendment to the terms of the private placement
warrants or any provision of the warrant agreement with respect to the private placement warrants, at least 50% of the then outstanding
private placement warrants. You should review a copy of the warrant agreement, which is incorporated by reference as an exhibit to our
Annual Report of which this exhibit is a part, for a complete description of the terms and conditions applicable to the warrants.

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

No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down 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 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 will designate 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 provision
applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district
courts of the United States of America are the sole and exclusive forum.

Private Placement Warrants

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 the IPO. The private
placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions as
described in our final IPO prospectus filed with the SEC on December 3, 2021 under “Principal Shareholders - Transfers
of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the
initial purchasers of the private placement warrants) and they will not be redeemable by us (except as described under “—
Warrants — Public Shareholders’ Warrants — Redemption of warrants when the price per Class
A ordinary share equals or exceeds $10.00”) so long as they are held by our Sponsor or its permitted transferees (except as otherwise
set forth herein). Our Sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless
basis. If the private placement warrants are held by holders other than our Sponsor or its permitted transferees, the private placement
warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included
in the units sold in our IPO. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with
respect to the private placement warrants will require a vote of holders of at least 50% of the number of the then outstanding private
placement warrants.



13





In connection with a redemption of our warrants
when the price per Class A ordinary share equals or exceeds $10.00, holders of private placement warrants who exercise their shares on
a cashless basis would receive that number of shares determined by reference to the table above. If holders of private placement warrants
elect to exercise them on a cashless basis at any time other than in connection with such a redemption of warrants by us, 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 “Sponsor Fair
Market Value” (defined below) over the exercise price of the warrants by (y) the Sponsor Fair Market
Value. The “Sponsor Fair Market Value” shall mean the average reported closing price of the Class A ordinary shares 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 so long as they are held by the Sponsor or
its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that restrict insiders from selling our securities except during specific periods. 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 and sell the Class A ordinary
shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly
restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis
is appropriate.

In order to fund working capital deficiencies or
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 working capital
loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender.
Such warrants would be identical to the private placement warrants.

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. Further, if we incur any indebtedness in connection with our initial
business combination, 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, directors, officers 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.

Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the Trust Account,
and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the Trust Account that it may have
now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be
pursued, solely against us and our assets outside the Trust Account and not against the any monies in the Trust Account or interest earned
thereon.



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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 U.S. 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 (provided that 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 or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66-2/3%
in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b) such other authorization, if any,
as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a 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. 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.



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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 his shares upon their dissenting to the
merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give
his written objection to the merger or consolidation to 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 intention to dissent including, among other details,
a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out
in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, 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 a price within such 30-day period, within 20 days following the date on which such 30-day period expires, the company (and
any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must
be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value 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 or where the consideration for such shares to be contributed are shares of any company listed on a national securities
exchange or shares of the surviving or consolidated company.

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



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Squeeze-out Provisions. When a takeover
offer is made and accepted by holders of 90% of the shares to whom the offer is made 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
(Cayman) LLP, our Cayman Islands 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 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 (Cayman)
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. In those circumstances, 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.



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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 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 negotiable or bearer shares or shares with
no par value;
| | - | --------------------------------------------------------------------------------------

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

| | • | an exempted company may register by way of continuation in another jurisdiction
and be deregistered in the 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 will
apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution.
As a matter of Cayman Islands law, a resolution is deemed to be a special resolution under Cayman Islands law where it has been approved
by either (i) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association)
of a company’s shareholders entitled to vote and so voting at a general meeting for which notice specifying the intention to propose
the resolution as a special resolution has been given, or (ii) if so authorized by a company’s articles of association, by a unanimous
written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provides
that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under
Cayman Islands law), or by a unanimous written resolution of all of our shareholders.

Our initial shareholders, who collectively own
approximately 19.9% of our ordinary shares as of March 25, 2022, 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 do not complete our initial business combination within the completion
window, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive 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 in all cases subject to the other
requirements of applicable law;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Prior to our initial business combination, we may not issue additional shares
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 any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association
to extend the time we have to consummate a business combination beyond the end of the completion window;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | • | In the event we seek to complete our initial business combination with a
company that is affiliated with our Sponsor or any of our officers or directors, 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 initial business
combination or transaction 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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | We must consummate an initial business combination with one or more operating
businesses or assets with a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding the
amount of any deferred underwriting discount held in trust) at the time of our signing a definitive agreement in connection with our initial
business combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | If our shareholders approve an amendment to our amended and restated memorandum
and articles of association (i) that would affect the substance or timing of our obligation to provide for the redemption of our public
shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial
business combination within the completion window or (ii) with respect to any other provision relating to shareholders’ rights or
pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of
their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (net of taxes paid or payable) divided by the number of then issued and 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------

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
approval of the holders of at least two-thirds of such company’s issued and outstanding ordinary shares who attend and vote at
a general meeting or by way of 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 provides otherwise.
Accordingly, although we could amend any of the provisions relating to our IPO, 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.

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Certain Anti-Takeover Provisions of Our Amended and Restated Memorandum
and Articles of Association

Our amended and restated memorandum and articles
of association provides that our board of directors is classified into three classes of directors and also include provisions providing
for advance notice procedures, inability of shareholders to call a general meeting and removal of directors only for cause and only by
the board of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a
proxy contest at two or more annual general meetings.

In addition, prior to our initial business combination,
only holders of our Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion
of our initial business combination and holders of a majority of our Class B ordinary shares may remove a member of the board of directors
for any reason. These provisions of our amended and restated memorandum and articles of association relating to the rights of holders
of Class B ordinary shares to appoint or remove directors prior to our initial business combination may only be amended by a special resolution
which shall include the affirmative vote of a majority of our Class B ordinary shares.

Our authorized but unissued Class A 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 Class A 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.

20