Exhibit 4.5



DESCRIPTION
OF SECURITIES



Pursuant to our second amended
and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001
par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001
par value. The following description summarizes the material terms of our capital stock.



Units



Each unit has an offering
price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole
warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole
warrant.



We expect the Class A
common stock and warrants comprising the units will begin separate trading on the 52nd day following the closing of our
initial public offering unless B. Riley Securities, Inc. (“B. Riley”) informs us of its decision to allow earlier separate
trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing
when such separate trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will
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 shares of Class A common stock and warrants.



In no event will the Class A
common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited
balance sheet reflecting our receipt of the gross proceeds at the closing of our initial public offering.



Common Stock



12,500,000 shares of our
common stock are outstanding consisting of:



| | · | 10,000,000 shares of our Class A common stock underlying the units being offered in our initial public offering; and
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | 2,500,000 shares of Class B common stock held by our initial stockholders.
| | - | --------------------------------------------------------------------------



Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and
holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders,
except as required by law. Unless specified in our second amended and restated certificate of incorporation or bylaws, or as required
by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock
that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be divided into two classes,
each of which will generally serve for a term of two years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election
of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the
board of directors out of funds legally available therefor.



Because our second amended
and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were
to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote
on the initial business combination to the extent we seek stockholder approval in connection with our initial business combination.













In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year
end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of
stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in
lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial
business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may
attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of
the DGCL.



We will provide our stockholders
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 as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein.
Our sponsor, initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion
of our initial business combination. Unlike many blank check companies that hold stockholder 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 stockholder vote is not required by law and we do not
decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our second amended and restated certificate
of incorporation, 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 second amended and restated certificate of incorporation 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 stockholder approval of the transaction is required
by law, or we decide to obtain stockholder approval for business or other legal 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 stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares
of capital stock of the company entitled to vote at such meeting.



However, the participation
of our sponsor, initial stockholders, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their
intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to
give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at
which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements
of our initial stockholders, may make it more likely that we will consummate our initial business combination.



If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our second amended and restated certificate of incorporation provides that a public stockholder, together with
any affiliate of such stockholder or any other person with whom such stockholder is acting 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 of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in
order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.













If we seek stockholder approval
in connection with our initial business combination, pursuant to the letter agreement our sponsor, initial stockholders, officers and
directors have agreed to vote their founder shares and any public shares purchased during or after our initial public offering (including
in open market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial
stockholders’ founder shares, we would need only 625,001, or 6.25%, of the 10,000,000 public shares sold in our initial public offering
to be voted in favor of an initial business combination (assuming a quorum is present at the meeting and only a majority of shares are
required to approve the business combination) in order to have our initial business combination approved (assuming the over-allotment
option is not exercised). Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote
for or against the proposed transaction (subject to the limitation described in the preceding paragraph).



Pursuant to our second amended
and restated certificate of incorporation, if we are unable to complete our initial business combination within 15 months from the closing
of our initial public offering, which is extendable at our option to up to 21 months from the closing of our initial public offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account
and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor, initial stockholders, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares
held by them if we fail to complete our initial business combination within 15 months from the closing of our initial public offering,
which is extendable at our option to up to 21 months from the closing of our initial public offering. However, if our initial stockholders
acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.



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



Founder Shares



The founder shares are identical
to the shares of Class A common stock included in the units being sold in our initial public offering, and holders of founder shares
have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our sponsor, initial stockholders, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public
shares held by them in connection with the completion of our initial business combination, (B) to waive their redemption rights with
respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our second amended
and restated certificate of incorporation (x) to modify the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete our initial business combination within 15 months from the closing of our initial public offering, which is extendable
at our option to up to 21 months from the closing of our initial public offering, or (y) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
15 months from the closing of our initial public offering, which is extendable at our option to up to 21 months from the closing of our
initial public offering, 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 such time period, (iii) the founder shares are shares
of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial
business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment, and (iv) are
entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, initial
stockholders, officers and directors have agreed pursuant to the letter agreement to vote any founder shares held by them and any public
shares purchased during or after our initial public offering (including in open market and privately negotiated transactions) in favor
of our initial business combination.













The shares of Class B
common stock will automatically convert into shares of Class A common stock at the time of our initial business combination on a
one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject
to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in our initial public offering and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will
be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with
respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of
all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of
all shares of common stock outstanding upon completion of our initial public offering plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent securities issued
to our sponsor or its affiliates upon conversion of loans made to us). We cannot determine at this time whether a majority of the holders
of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They
may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our
initial business combination, (ii) negotiation with Class A stockholders on structuring an initial business combination, or
(iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock.
If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock,
but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would
reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares may also elect to convert their
shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above,
at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable
or exchangeable for shares of Class A common stock issues in a financing transaction in connection with our initial business combination,
including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the
conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar
securities.



Our initial stockholders
have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the date
of the consummation of our initial business combination, or (ii) the date on which we consummate a liquidation, merger, stock exchange
or other similar transaction which results in all of our stockholders having the right to exchange their shares of Class A common
stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements
of our initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our shares of Class A
common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination, the founder
shares will no longer be subject to such transfer restrictions.













Preferred Stock



Our second amended and restated
certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors will be 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 will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect
the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of
directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock
are being issued or registered in our initial public offering.



Public Stockholders’ Warrants



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



Any warrants underlying additional
units we issue to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans made
to us, will be identical to the warrants underlying the units sold in our initial public offering.



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



| | · | at any time after the warrants become exercisable,
| | - | --------------------------------------------------



| | · | upon not less than 30 days’ prior written notice of redemption to each warrant holder,
| | - | --------------------------------------------------------------------------------------



| | · | if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



The right to exercise will
be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date,
a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender
of such warrant.













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



If we call the warrants for
redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a
 “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of
shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market
value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average
reported last sale price of the shares of Class A common stock for the 5 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of warrants.



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



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



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



The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price,
by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights
or privileges of holders of shares of Class A common stock and any voting rights until they exercise their warrants and receive shares
of Class A common stock. After the issuance of shares of Class A common stock 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 stockholders.



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



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













We have agreed that, subject
to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum
for any such action, proceeding or claim. This exclusive forum provision shall not apply to suits brought to enforce a duty or liability
created by the Exchange Act, any other claim for which the federal district courts of the United States of America are the sole and
exclusive forum.



Private Placement Warrants



The private placement warrants
(including the Class A common stock 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, among other limited exceptions, to our officers
and directors and other persons or entities affiliated with our sponsor or the underwriters). The private placement warrants have terms
and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering, except that
the private placement warrants won’t trade and they (including the Class A common stock issuable upon exercise of these warrants)
may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of
our initial business combination. For so long as the private placement warrants are held by B. Riley or 272 Capital, they will not be
exercisable more than five years from the commencement of sales of our initial public offering in accordance with FINRA Rule 5110(g)(8)(A).
In addition, because 272 Capital is an affiliate of B. Riley, the private placement warrants will be deemed to be compensation for B.
Riley under FINRA Rule 5110(e) and may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following commencement of sales of the public offering, except to any underwriter or selected dealer
participating in the offering, their bona fide officers or partners, associated persons or affiliates, provided that all securities so
transferred remain subject to the lockup restriction above for the remainder of the time period.



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



In addition, holders of our
private placement warrants are entitled to certain registration rights.



Our initial stockholders
have agreed not to transfer, assign or sell any of the private placement warrants (including the underlying securities and the Class A
common stock issuable upon exercise of any of the private placement warrants) until the date that is 30 days after the date we complete
our initial business combination, except, among other limited exceptions, to our officers and directors and other persons or entities
affiliated with our sponsor.



Dividends



We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an 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 conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial
business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our
ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.













Our Transfer Agent and Warrant Agent



The transfer agent for our
common stock and the 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 stockholders,
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 liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.



Our Second Amended and Restated Certificate
of Incorporation



Our second amended and restated
certificate of incorporation contains certain requirements and restrictions 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 the approval of the holders of
65% of our common stock. Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of
our initial public offering, will participate in any vote to amend our second amended and restated certificate of incorporation and will
have the discretion to vote in any manner they choose. Specifically, our second amended and restated certificate of incorporation provides,
among other things, that:



| | • | If we are unable to complete our initial business combination within 15 months from the closing of
our initial public offering, which is extendable at our option to up to 21 months from the closing of our initial public offering, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust
account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Prior to our initial business combination,
we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account,
or (ii) vote on any initial business combination;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | • | If a stockholder vote on our initial business combination is not required by law and we do not decide
to hold a stockholder vote for business or other legal 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; whether or not we maintain our registration under the our Exchange
Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one
of the two methods listed above;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | So long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require
that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets
held in the trust account (excluding the taxes payable on the interest earned on the trust account) at the time of our signing a definitive
agreement in connection with our initial business combination;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













| | • | If our stockholders
approve an amendment to our second amended and restated certificate of incorporation (i) to modify the substance or timing of our
obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing
of our initial public offering, which is extendable at our option to up to 21 months from the closing of our initial public offering,
or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, we will
provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such
approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the
number of then outstanding public shares; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



In addition, our second amended
and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption) our net
tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after
payment of underwriters’ fees and commissions.



Certain Anti-Takeover Provisions of Delaware
Law and our Second Amended and Restated Certificate of Incorporation and Bylaws



We are subject to the provisions
of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:



| | • | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
| | - | --------------------------------------------------------------------------------------------------------------------



| | • | an affiliate of an interested stockholder; or
| | - | ---------------------------------------------



| | • | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



A “business combination”
includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:



| | • | our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | • | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our second amended and restated
certificate of incorporation provides that our board of directors will be classified into two classes 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 meetings.



Our authorized but unissued
common stock and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.













Exclusive forum for certain
lawsuits



Our second amended and restated
certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against
directors, officers and employees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery
in the State of Delaware, except any action (i) as to which the Court of Chancery in the State of Delaware determines that there
is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the
personal jurisdiction of the Court of Chancery within ten days following such determination), (ii) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, (iii) for which the Court of Chancery does not have subject matter
jurisdiction, or (iv) which arises under the Securities Act, as to which the Court of Chancery and the federal district court
for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing
the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision
benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers.



Our second amended and restated
certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the
exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any
other claim for which the federal courts have exclusive jurisdiction. In addition, our second amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States
of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act, or the rules and regulations promulgated thereunder. We note, however, that there
is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities
laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and
federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.



Special meeting of stockholders



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



Advance notice requirements for
stockholder proposals and director nominations



Our bylaws provide that stockholders
seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to
be received by the company secretary at our principal executive offices not later than the close of business on the 52ndday
nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement
must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.



Action by written consent



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













Classified Board of Directors



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



Class B Common Stock Consent Right



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



Securities Eligible for Future Sale



We have 12,500,000 shares of common stock outstanding.
Of these shares, the 10,000,000 are freely tradable without restriction or further registration under the Securities Act, except
for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining
2,500,000 shares of Class B common stock are restricted securities under Rule 144, in that they were issued in private transactions
not involving a public offering. In addition, the shares of Class B common stock, and the securities underlying the foregoing and
2,500,000 (or 2,875,000 if the underwriters’ over-allotment opinion is exercised in full) shares are restricted securities under
Rule 144, in that they were issued in private transactions not involving a public offering, and the shares of Class B common
stock and private placement warrants, and the securities underlying the foregoing, are subject to transfer restrictions.



Rule 144



Pursuant to Rule 144,
a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would be entitled to sell
their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during
the three months preceding, a sale, and (ii) we are subject to the Exchange Act periodic reporting requirements for at
least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.



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



|• | 1% of the total number of shares of Class A common stock then outstanding, which will equal 100,000 shares immediately after our initial public offering; or
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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













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



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



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



|• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|- | -----------------------------------------------------------------------------------------------------------------



|• | the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



Registration Rights



The holders of the founder
shares (and any shares of Class A common stock issuable upon conversion of the founder shares), private placement warrants (and any
shares of Class A common stock issuable upon conversion of the private placement rights or upon the exercise of the private placement
warrants) and securities that may be issued upon conversion of working capital loans (and any securities that may be issued upon conversion
of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or
on the effective date of our initial public offering, requiring us to register such securities for resale (in the case of the founder
shares, only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make
up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the
registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period as described here. Notwithstanding the foregoing, the underwriters
and 272 Capital may not exercise their demand and “piggyback” registration rights after five and seven years, respectively,
after the effective date of our initial public offering and may not exercise their demand rights on more than one occasion. We will bear
the expenses incurred in connection with the filing of any such registration statements.



Listing of Securities



Our units, Class A common
stock and warrants are listed on Nasdaq under the symbols “SGHLU” “SGHL” and “SGHLW,” respectively.
Our Class A common stock and warrants are eligible to trade separately. The shares of our Class A common stock and warrants
are listed separately and as a unit on Nasdaq.