**
**Exhibit 4.6**

**DESCRIPTION OF SECURITIES OF**

**INVESTCORP EUROPE ACQUISITION CORP I**

**REGISTERED PURSUANT TO SECTION 12 OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

*As of December 31, 2021, Investcorp Europe Acquisition Corp I (the “Company,” “we,” “us” and“our”) had three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting of one Class A ordinary share andone-half of one redeemable warrant, Class A ordinary shares, par value $0.0001, and warrants. The following description of our capital stock summarizes certain provisions of our amended and restatedmemorandum and articles of association. The description is intended as a summary, and is qualified in its entirety by reference to our amended and restated memorandum and articles of association, a copy of which has been filed as an exhibit to thisAnnual Report on Form 10-K. Defined terms used herein, but otherwise not defined, shall have the meaning ascribed to them in this Annual Report on Form 10-K.*

We are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of association,the Companies Act and common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 400,000,000 Class A ordinary shares, $0.0001 par value each, 40,000,000 Class Bordinary shares, $0.0001 par value each, and 1,000,000 preference shares, $0.0001 par value each. 

**Units**

Each unit consists of one Class A ordinary share and one-half of one warrant. Each whole warrantentitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole numberof the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. 

The Class A ordinary shares and warrants constituting the units began separate trading on February 3, 2022. Upon the commencement ofseparate trading, holders have the option to continue to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary sharesand warrants. No fractional warrants are issued upon separation of the units and only whole warrants trade. 

**Ordinary Shares**

As of March 31, 2022, 43,125,000 ordinary shares are outstanding, including: 

 
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34,500,000 Class A ordinary shares, including Class A ordinary shares underlying the Units; and

 
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8,625,000 Class B ordinary shares held by our initial stockholders. 

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders ofClass 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 memorandumand articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of shareholders holding a majority of the 
**

shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to voteat 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, which requires the affirmative vote of shareholdersholding a majority of not less than two thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of our shareholders entitled to voteat a general meeting of the company, 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 orconsolidation with another company. Directors are appointed for a term of two years. 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 theappointment of directors can appoint all of the directors. However, only holders of Class B ordinary shares will have the right to vote on any resolution of shareholders to appoint or remove directors prior to or in connection with thecompletion 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. Our shareholders are entitled toreceive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. 

Because our amendedand restated memorandum and articles of association authorize the issuance of up to 400,000,000 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 requiredto 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 businesscombination. 

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until oneyear 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 or appoint directors. We may not hold an annual general meeting to appointnew directors prior to the consummation of our initial business combination. 

We will provide our public shareholders with the opportunityto 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 trustaccount calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account 

 
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and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in thetrust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.Our sponsor, 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 their founder shares and public shares in connection with the completion of ourinitial business combination. 

Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxysolicitations 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 voteis not required by law 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 ofthe 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 require these tender offer documents to contain substantially the samefinancial and other information about our 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 law, or we decide to obtainshareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Ifwe seek shareholder approval of our initial business combination (other than a statutory merger or consolidation with another company), we will complete our initial business combination only if we obtain an ordinary resolution under Cayman Islandslaw, being the affirmative vote of shareholders holding a majority of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or a unanimous written resolution of all of ourshareholders entitled to vote at a general meeting of the company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initialbusiness 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 will have no effect on theapproval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least five days’ notice will be given of any general meeting. If our initial businesscombination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of shareholders holdinga majority of not less than two thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or by a unanimous written resolution of all of our shareholders entitled to vote at ageneral meeting of the company. 

If we seek shareholder approval of our initial business combination and accordingly we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder orany 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 Excess Shares without our prior consent.However, we would not be restricting our shareholders’ ability to vote 

 
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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 ourability 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 redemptiondistributions 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 tosell their shares in open market transactions, potentially at a loss. 

If we seek shareholder approval in connection with our initialbusiness combination, our sponsor, officers and directors have agreed to vote their founder shares and any public shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of our initialbusiness combination. As a result, in addition to our initial shareholders’ founder shares, we would need 12,937,501, or 37.5% (assuming all issued and outstanding shares are voted), or 2,156,251, or 6.25% (assuming only the minimum number ofshares representing a quorum are voted), of the 34,500,000 public shares sold in our IPO to be voted in favor of an initial business combination in order to have our initial business combination (other than a statutory merger or consolidation withanother company) approved (assuming all outstanding shares are voted). However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initialbusiness combination will require a special resolution passed by the affirmative vote of shareholders holding a majority of not less than two thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate generalmeeting of the company or a unanimous written resolution of all of our shareholders entitled to vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they votefor or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. 

Pursuant to our amended and restated memorandum and articles of association, if we do not complete our initial business combination within 15months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination pursuant to our amended and restated memorandum and articles of association), we will (i) cease all operations except for thepurpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, whichredemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible followingsuch redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims ofcreditors and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributionsfrom the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination pursuantto our amended and restated memorandum and articles of association). However, if our sponsor or management team acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the trust account with respect to suchpublic shares if we fail to complete our initial business combination within the prescribed time period. 

 
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In the event of a liquidation, dissolution or winding up of the company after a businesscombination, 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 ordinaryshares. Our shareholders have no preemptive or other subscription rights. 

There are no sinking fund provisions applicable to the ordinaryshares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account,including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to thelimitations and on the conditions 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 ordinaryshares included in the units sold in our IPO, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detailbelow, (ii) the founder shares are entitled to registration rights; (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights withrespect to their founder shares and public shares in connection with the completion of our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholdervote to approve an amendment to our amended and restated memorandum and articles of association (1) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% ofour public shares if we have not consummated an initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination pursuant to our amended and restated memorandumand articles of association) or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (C) waive their rights toliquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 15 months from the closing of our IPO (or up to 21 months, if we extend the time to complete abusiness combination pursuant to our amended and restated memorandum and articles of association), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to completeour initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during or after our IPO (including in open market and privately-negotiated transactions) in favor of ourinitial business combination, (iv) the founder shares are convertible into Class A ordinary shares following the consummation of our initial business combination on aone-for-one basis, subject to adjustment and in accordance with the promote schedule as described herein and in our amended and restated memorandum and articles ofassociation, and (v) only holders of Class B ordinary shares will have the right to vote on any resolution of shareholders to appoint or remove directors prior to or in connection with the completion of our initial business combination.

 
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The founder shares will convert into Class A ordinary shares following the consummationof our initial business combination on a one-for-one basis, in accordance with the following schedule: (i) 50% on the trading day following the consummation of ourinitial business combination, and (ii) 50% if, post consummation of our initial business combination and prior to the ten year anniversary of our initial business combination, the volume weighted average trading price of the Class A ordinaryshares for any 10 trading days within a 15 trading day period exceeds $12.00, on the trading day following such trading period (the “promote schedule”), subject to adjustment for share sub-divisions,share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued inconnection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the sum of (i) the total number of Class A ordinary sharesissued and outstanding upon completion of our IPO, plus (ii) the total number of Class A ordinary shares issuable upon conversion of the Class B ordinary shares issued and outstanding upon the completion of our IPO, plus(iii) 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 theconsummation 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 businesscombination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, minus (iv) the number of Class A ordinary shares redeemed by public shareholders; provided that suchconversion of founder shares will never occur on a less than one-for-one basis. 

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors andother persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to ourinitial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, and (B) the date following the completion ofour initial business combination 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 orother property. 

 
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**Register of Members**

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

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

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

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

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register ofmembers will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its namein the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the registerof 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 membersreflects 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 legalposition. 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 CaymanIslands court.

**Preference Shares**

Ouramended and restated memorandum and articles of association authorize 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 will be authorized to fix the votingrights, 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 beable 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 ourboard of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preference shares outstanding at thedate hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. 

 
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**Redeemable Warrants**

***Public Shareholders’ Warrants***

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject toadjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class Aordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and suchshares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number ofClass A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless youpurchase at least two units, you will not be able to receive or trade a whole warrant. 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 orliquidation. 

We will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have noobligation 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 toour satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of awarrant 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 thatthe 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 willwe 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 theClass A ordinary share underlying such unit. 

 
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We have agreed that as soon as practicable, but in no event later than fifteen(15) business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to our registration statement or a new registration statement for theregistration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of suchregistration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary sharesissuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during anyperiod 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. Notwithstanding the above, if ourClass 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 ormaintain in effect a registration statement, and in the event we do not so elect, 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 suchevent, each holder would pay the exercise price by surrendering each such warrant 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 Aordinary shares underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean thevolume-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 placementwarrants): 

 
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in whole and not in part; 

 
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at a price of $0.01 per warrant; 

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

 
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if, and only if, the last reported sale price of the Class A ordinary shares for any 20 trading days withina 30-trading day period ending three business days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (asadjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like). 

If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify theunderlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exerciseof the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the calla significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his,

 
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her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exerciseprice for each warrant being exercised. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share dividends,reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. 

*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: 

 
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in whole and not in part; 

 
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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided thatholders 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 ourClass A ordinary shares (as defined below); 

 
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if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price perClass A ordinary share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like); and

 
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if the Reference Value is less than $18.00 per share (sharesub-divisions, share dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding publicwarrants, as described above. 

The numbers in the table below represent the number of Class A ordinary shares thata warrant holder will receive upon 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 (assumingholders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately followingthe 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 ourwarrant 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 ordinaryshares into which the Class A ordinary shares have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining thenumber 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 issuableupon exercise of a warrant is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution Adjustments” below. The adjusted share prices in the column headings will equal the share prices immediately prior tosuch 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 awarrant 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. 

 
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**Redemption Date**
  **Fair Market Value of Class A Ordinary Shares** 
**(period to expiration of warrants)**
  ****≤******10.00**   **11.00**   **12.00**   **13.00**   **14.00**   **15.00**   **16.00**   **17.00**   ****≥******18.00** 
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 thefair 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-lineinterpolation 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. Forexample, if the volume-weighted average price of our Class A ordinary shares as reported 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, andat 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 theexact 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 as reported during the 10 trading days immediately following the date on which the noticeof 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 0.298Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). 

This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares aretrading at or above $10.00 per 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 toredeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemptions of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing toexercise 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 this report. Thisredemption 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 orredeemed. We will be required to pay the 

 
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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 inour 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 belowthe exercise price of $11.50, because it will provide 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 ofshares. 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 wouldhave 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 fractionalinterest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class Aordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for asecurity other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. 

*Redemption procedures.*** A holder of a warrant may notify us in writing in the event it elects to be subject to a requirementthat 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 beneficiallyown in excess of 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise. 

*Anti-dilution Adjustments*. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividendpayable in Class A ordinary shares, or by a split-up of 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 outstanding ordinary shares. A rights offeringto 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 sharesequal 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 Aordinary 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 forsecurities 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 additionalamount 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 thefirst 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. 

 
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In addition, if we, at any time while the warrants are outstanding and unexpired, pay adividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) asdescribed 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 the365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted inan adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) does not exceed $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares inconnection 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 amend our amended and restated memorandum and articles ofassociation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15months from the closing of our IPO (or up to 21 months, if we extend the time to complete a business combination pursuant to our amended and restated memorandum and articles of association) or (B) with respect to any other material provisionsrelating 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 businesscombination, 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 ordinaryshare in respect of such event. 

If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination,reverse share sub-division or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, 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 outstanding Class A ordinaryshares. 

Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as describedabove, 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 theexercise 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 Class A ordinary shares or equity-linked securities for capital raising purposes inconnection 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 ofdirectors and, in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our sponsors 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 businesscombination (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 complete our initial businesscombination (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 $18.00per share redemption trigger prices described adjacent to “ “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher ofthe Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to thenearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. 

 
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In case of any reclassification or reorganization of the outstanding Class A ordinaryshares (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 whichwe 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 assetsor 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 conditionsspecified 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 securitiesor 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 exercisedtheir 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 andamount 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 makesuch election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by shareholders of thecompany as provided for in the company’s 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 theshareholders of the company for approval) under circumstances in which, upon the completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under theExchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued andoutstanding 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 hadexercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer in accordance with the termsthereof, 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 theholders 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 thewarrant 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. Thepurpose 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 notreceive the full potential value of the warrants. 

The warrants were issued in registered form under a warrant agreement betweenContinental 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 shareholder or warrant holder to cure any ambiguity or correct anydefective provision (including to conform the provisions of the warrant agreement to the description of the warrants and the warrant agreement in our prospectus), or to make any amendments that are necessary in the good faith determination of ourboard of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial statements, but otherwise requires the approval by the holders of at least a majority of thethen-outstanding public warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, the form of which was filed as an exhibit to our registration statement, for acomplete description of the terms and conditions applicable to the warrants. 

 
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The warrants may be exercised upon surrender of the warrant certificate on or prior to theexpiration 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 (or on a cashless basis, ifapplicable), 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 ordinary shares and any voting rights until they exercise theirwarrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on byshareholders. 

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating inany 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 willbe the exclusive forum for any such action, proceeding or claim. 

***Private Placement Warrants***

The private placement warrants (including the Class A ordinary shares issuable upon exercise of such 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) and they will not beredeemable by us (except as described under “—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, members ofour sponsor or their permitted transferees. The sponsor or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisionsthat are identical to those of the warrants being sold as part of the units in our IPO. If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable byus and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO. 

Except as describedunder “Description of Securities—Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis,they would pay the exercise price by surrendering his, her or its 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 ordinaryshares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fairmarket value” will mean the volume-weighted average 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 received by 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 followinga business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except duringspecific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-publicinformation. 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 couldbe 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. 

 
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**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 abusiness 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 a business combination. The payment of anycash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to inconnection 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 haveagreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out ofacts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that ithas 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 anymonies 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 accountand not against the any monies in the trust account or interest earned thereon. 

**Certain Differences in Corporate Law**

Cayman Islands companies are governed by the Companies Act. The Companies Act was originally modeled on English Law with certain amendments anddoes not follow recent English Law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Actapplicable to us and the laws applicable to companies incorporated in the United States and their shareholders. 

*Mergers and SimilarArrangements.*** In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands company and a company incorporated in another jurisdiction (providedthat 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 (being theaffirmative vote of shareholders holding a majority of not less than two-thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company or aunanimous written resolution) 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 mergerbetween a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company where the parent and subsidiary company are both incorporated under the Companies Act) and its subsidiary company. Theconsent 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. 

 
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Where the merger or consolidation involves a foreign company, the procedure is similar, savethat with respect to the foreign company, the directors of the Cayman Islands 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 anyrequirements 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 foreigncompany 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 company, the directors of the Cayman Islands company are further required to make adeclaration 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 isbona 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 approvalto 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 foreigncompany 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 relevantforeign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation. 

Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fairvalue of their shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder must give his written objection to the merger or consolidation to theconstituent 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 thedate 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 noticefrom 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 theexpiration 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 mustmake 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 must (and anydissenting shareholder may) file a petition with the Cayman Islands Grand Court to determine the fair value and such petition by the company must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreementsas 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 companyupon 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 dissentingshareholder 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 dateor 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. 

 
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Moreover, Cayman Islands law has separate statutory provisions that facilitate thereconstruction or amalgamation of companies in certain circumstances, including by way of court-sanctioned shareholders’ scheme of arrangement. Schemes of arrangement will generally be more suited for complex mergers or other transactionsinvolving widely held companies and, when implemented, would have substantially the same effect as 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 tocomplete 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 madeand 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 conveningof 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 beapproved, 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 provisionsas 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 Actor that would amount to a “fraud on the minority.” 

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

*Squeeze-out Provisions.* When atakeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period, require the holders of the remaining sharesto 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 theshareholders. 

Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achievedthrough 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.*** Our Cayman Islands counsel is not aware of any reported class action having been brought in aCayman 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 ofduty 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 persuasiveauthority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: 

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

 
 • 
the act complained of, although not beyond the scope of the authority, could be effected if duly authorized bymore than the number of votes that have actually been obtained; or 

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

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

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

We have been advised by Travers Thorp Alberga, 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 theCayman 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 thosecircumstances, 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 competentjurisdiction 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 aforeign 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 samematter, 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 tobe contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. 

*Special Considerations for Exempted Companies.* We are an exempted company with limited liability (meaning the liability of ourpublic shareholders 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 othercircumstances in which a court may be prepared to pierce or lift the corporate veil)) under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the CaymanIslands 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 andprivileges listed below: 

 
 • 
annual reporting requirements are minimal and consist mainly of a statement that the company has conducted itsoperations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act; 

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

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

 
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an exempted company may issue shares or shares with no par value; 

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

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

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

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

 
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**Our Amended and Restated Memorandum and Articles of Association**

The Business Combination Article of our amended and restated memorandum and articles of association contains provisions designed to providecertain rights and protections relating to our IPO 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 specialresolution must be approved by either (i) the affirmative vote of shareholders holding a majority of not less than two thirds of the shares (or any higher threshold specified in a company’s articles of association) which, being soentitled, are voted thereon in person or by proxy at a quorate general meeting of the company for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by acompany’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 provide that special resolutions must be approved either by theaffirmative vote of shareholders holding a majority of not less than two thirds of the shares which, being so entitled, are voted thereon in person or by proxy at a quorate general meeting of the company (i.e., the lowest threshold permissible underCayman Islands law), or by a unanimous written resolution of all of our shareholders. 

Our initial shareholders, who will collectivelybeneficially own 20% of the sum of our ordinary shares upon the closing of our IPO (assuming they do not purchase any units in our IPO), will participate in any vote to amend our amended and restated memorandum and articles of association and willhave the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: 

 
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if we do not complete our initial business combination within 15 months from the closing of our IPO (or up to 21months, if we extend the time to complete a business combination pursuant to our amended and restated memorandum and articles of association), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly asreasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish publicshareholders’ 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 shareholdersand our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicablelaw; 

 
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prior to our initial business combination, we may not issue additional securities that would entitle the holdersthereof to (i) receive funds from the trust account or (ii) vote on our initial business combination; 

 
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although we do not intend to enter into a business combination with a target business that is affiliated withInvestcorp Group, our sponsor, our directors or our officers, we are not prohibited from pursuing an initial business combination with a company that is affiliated with Investcorp Group, our sponsor, officers, or directors or completing the businesscombination through a joint venture or other form of shared ownership with Investcorp Group, our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with InvestcorpGroup, our sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA that such an initial business combination is fair to our companyfrom a financial point of view. Our shareholders may not be provided with a copy of such opinion and they may not be able to rely upon such opinion; 

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

 
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We must complete one or more business combinations having an aggregate fair market value of at least 80% of theassets held in the trust account (excluding the deferred underwriting commissions on the trust account) at the time of the agreement to enter into the initial business combination; 

 
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if our shareholders approve an amendment to our amended and restated memorandum and articles of association(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months fromthe closing of our IPO (or up to 21 months, if we extend the time to complete a business combination pursuant to our amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating toshareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon suchapproval 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 releasedto us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein; and 

 
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we will not effectuate our initial business combination with another blank check company or a similar companywith nominal operations. 

In addition, our amended and restated memorandum and articles of association provide we willnot redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness inconnection with our initial business combination, in order to, among other reasons, satisfy such net tangible assets requirement. 

TheCompanies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s articles of association may specify that the approval of a highermajority 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 provideotherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of theseprovisions 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 theirpublic shares. 

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

Our authorized but unissued Class A ordinary shares and preference shares are available for future issuances without shareholderapproval 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 ordinaryshares, Class B 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.

**Listing of Securities**

Our units,Class A ordinary shares and warrants are listed on the on the Nasdaq Global Market under the symbols “IVCBU,” “IVCB” and “IVCBW,” respectively. 

 
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