Exhibit 4.8





DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED



As of December 31, 2021, The
Growth for Good Acquisition Corporation. (“we,” “our,” “us” or the “Company”) had the
following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one Class A ordinary share, one right, with each right entitling the holder thereof to receive
one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination, and one-half of one redeemable
public warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share (ii) its Class A ordinary
shares, $0.0001 par value per share, (iii) its rights, with each right entitling the holder thereof to receive one-sixteenth (1/16) of
one Class A ordinary share upon the consummation of our initial business combination, and (iv) its public warrants, with each whole warrant
exercisable for one Class A ordinary share for $11.50 per share.



Pursuant to our amended and
restated memorandum and articles of association, the share capital of the Company is $50,000 divided into 479,000,000 shares of Class
A ordinary shares and 20,000,000 shares of Class B ordinary shares, $0.0001 par value, and 1,000,000 shares of undesignated preference
shares, $0.0001 par value. The following description summarizes the material terms of our capital stock and does not purport to be complete.
It is subject to, and qualified in its entirety by reference to, our amended and restated memorandum and articles of association, our
rights and our warrant agreements, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the
year ended December 31, 2021 (the “Report”) of which this Exhibit 4.8 is a part.



Defined terms used herein but
not otherwise defined shall have the meaning ascribed to such terms in the Report.



Units



Each unit has an offering price
of $10.00 and consists of one Class A ordinary share, one right and one-half of one redeemable warrant. Each right entitles the holder
to receive one-sixteenth (1/16) of a share of a Class A ordinary share. A holder must have 16 rights in order to receive a Class A ordinary
share at the closing of the initial business combination. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as described herein. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of the company’s Class A ordinary shares. This means only a whole warrant may be exercised
at any given time by a warrant holder.



The Class A ordinary shares,
rights and warrants comprising the units began separate trading on January 31, 2022. Upon the commencement of separate trading, holders
were provided the option to continue to hold units or separate their units into the component securities. Holders need to have their brokers
contact our transfer agent in order to separate the units into Class A ordinary shares, rights and warrants. No fractional warrants have
been nor will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless a holder purchases at least
three units, such holder will not be able to receive or trade a whole warrant.



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



Ordinary Shares



Ordinary shareholders of
record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below,
holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters
submitted to a vote of our shareholders except as required by law or the applicable rules of Nasdaq. Unless specified in our amended
and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (2021 Revision) of
the Cayman Islands and as may be amended from time to time (the “Companies Act”) or applicable stock exchange rules, the
affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our
shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of
at least two-thirds of our ordinary shares that are voted at a general meeting, and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and
approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of
which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no
cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares
voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business
combination, only holders of our founder shares will have the right to vote on the appointment. Holders of our public shares will
not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial
business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. In
addition, in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires, pursuant to our amended
and restated memorandum and articles of association, approval of a special resolution passed by holders of at least two-thirds of
our ordinary shares who attend and vote at a general meeting, or a unanimous written resolution of all shareholders entitled to
vote), holders of our Class B ordinary shares will have 10 votes for every Class B ordinary share and holders of our Class A
ordinary shares will have one vote for every Class A ordinary share. The provisions of our amended and restated memorandum and
articles of association governing the appointment or removal of directors prior to our initial business combination and our
continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination may only be amended by a special
resolution, being either the affirmative vote of holders of at least two-thirds of our issued and outstanding ordinary shares who
attend and vote at a general meeting (which shall include the affirmative vote of a simple majority of our Class B ordinary shares),
or a unanimous written resolution of all shareholders entitled to vote.













Because our amended and restated
memorandum and articles of association authorize the issuance of up to 479,000,000 Class A ordinary shares, if we were to enter into a
business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary
shares which we will be authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek
shareholder approval in connection with our initial business combination.



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



We will provide our
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the
funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the
then-outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares
will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the
requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and each member of our
management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with
respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business
combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have
their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination by June 14, 2023 (or by September 14, 2023 at the election of the Company, subject to
satisfaction of certain conditions, including the deposit of a total $2,530,000 into the trust account), or as extended by the
Company’s shareholders in accordance with our amended and restated memorandum and articles of association or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares. Unlike many blank check companies that hold
shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law,
if a shareholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of
association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC
prior to completing our initial business combination. Our amended and restated memorandum and articles of association require these
tender offer documents to contain substantially the same financial and other information about the initial business combination and
the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is
required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other
reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the
proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business
combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a
majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.
However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions
(as described in the Report), if any, could result in the approval of our initial business combination even if a majority of our
public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking
approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained. Our amended and restated memorandum and articles of association require that at
least five days’ notice will be given of any general meeting.













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



If we seek shareholder approval,
we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being
the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote
at a general meeting. In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public
shares in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would
need 9,487,501, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 1,581,251,
or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised),
of the 25,300,000 public shares sold in the initial public offering to be voted in favor of an initial business combination in order to
have our initial business combination approved. Additionally, each public shareholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction or vote at all.



Pursuant to our amended
and restated memorandum and articles of association, if we have not completed our initial business combination by June 14, 2023 (or
by September 14, 2023 at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a
total $2,530,000 into the trust account), or as extended by the Company’s shareholders in accordance with 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 as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish
public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our
board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. Our sponsor and each member of our management team have entered into an
agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with
respect to any founder shares they hold if we fail to consummate an initial business combination by June 14, 2023 (or by September
14, 2023 at the election of the Company, subject to satisfaction of certain conditions, including the deposit of a total $2,530,000
into the trust account), or as extended by the Company’s shareholders in accordance with 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 complete our initial business combination within the prescribed time frame). Our amended and
restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our
initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as
promptly as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.













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



Redeemable Warrants



Public Shareholders’ Warrants



Each whole warrant entitles
the registered holder to purchase one whole share of our Class A ordinary shares at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of December 14, 2022 or 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 A ordinary
shares issuable upon exercise of the public warrants and a current prospectus relating to them is available (or we permit holders to exercise
their public warrants on a cashless basis under the circumstances specified in the public warrant agreement) and such shares 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
public warrant agreement, a public warrant holder may exercise its public warrants only for a whole number of shares of Class A ordinary
shares. 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 three units, you will not be
able to receive or trade a whole warrant.



The warrants will expire five
years after the date on which we complete our initial business combination exercisable, at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.



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













We have agreed that as soon
as practicable, but in no event later than 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 the registration statement or a new registration statement for the
registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the public warrants. We
will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the public warrants in accordance with the provisions of
the public warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the
public warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, public warrant
holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain
an effective registration statement, exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption. Notwithstanding the above, if shares of Class A ordinary shares are at the time of any exercise
of a public warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to
do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will
not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws
to the extent an exemption is available. In such event, each holder would pay the exercise price by surrendering each such warrant for
that number of shares of Class A ordinary shares per warrant equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” ​(defined below) by (y) the fair market value. The “fair market value” means
the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. The “10-day
average closing price” means, as of any date, the average last reported sale price of the Class A ordinary shares as reported during
the 10 trading day period ending on the trading day prior to such date.



Redemption of public warrants.
Once the public warrants become exercisable, we may redeem the outstanding public warrants:



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



| | · | at a price of $0.01 per public warrant;
| | - | ---------------------------------------



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



| | · | if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00
per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a public warrant as described
under the heading “-Warrants-Public Warrants-Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period
ending three business days before we send the notice of redemption to the public warrant holders.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

​

We will not redeem the public
warrants as described above unless a registration statement under the Securities Act covering the Class A ordinary shares issuable
upon exercise of the public warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is
available throughout the 30-day redemption period or we have elected to require the exercise of the public warrants on a “cashless
basis” as described below. If and when the public warrants become redeemable by us, we may exercise our redemption right even if
we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.



We have established the
last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the public
warrants, each warrant holder will be entitled to exercise his, her or its public warrant prior to the scheduled redemption date.
However, the price of the shares of Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for
share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as well as the
$11.50 (for whole shares) warrant exercise price after the redemption notice is issued.













If we call the public warrants
for redemption as described above, we will have the option to require any holder that wishes to exercise its public warrant to do so on
a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,”
we will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on
our shareholders of issuing the maximum number of shares of Class A ordinary shares issuable upon the exercise of our public warrants.
If we take advantage of this option, all holders of public warrants would pay the exercise price by surrendering their public warrants
for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair
market value” ​(defined below) by (y) the fair market value. The “fair market value” means the 10-day average
closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If we take advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A ordinary shares to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and we do not take advantage of this option, our sponsor and its permitted transferees would still
be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other
warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis,
as described in more detail below.



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



Anti-dilution Adjustments.
If the number of outstanding shares of Class A ordinary shares is increased by a dividend payable in shares of Class A ordinary shares,
or by a split-up of shares of Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up
or similar event, the number of shares of Class A ordinary shares issuable on exercise of each public warrant will be increased in proportion
to such increase in the outstanding shares of Class A ordinary shares. A rights offering to holders of shares of Class A ordinary shares
entitling holders to purchase shares of Class A ordinary shares at a price less than the fair market value will be deemed a share dividend
of a number of shares of Class A ordinary shares equal to the product of (i) the number of shares 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 shares of Class A ordinary shares) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A
ordinary shares paid in such rights offering divided by (y) the fair market value. For these purposes if the rights offering is for securities
convertible into or exercisable for shares of Class A ordinary shares, in determining the price payable for shares of Class A ordinary
shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise
or conversion. “Fair market value” means the 10-day average closing price as of the first date on which the shares of Class
A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
Notwithstanding anything to the contrary, no shares of Class A ordinary shares shall be issued at less than their par value.



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













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



Whenever the number of shares
of Class A ordinary shares purchasable upon the exercise of the public warrants is adjusted, as described above, the warrant exercise
price will be adjusted (to the nearest cent) by multiplying the warrant exercise price immediately prior to such adjustment by a fraction
(x) the numerator of which will be the number of shares of Class A ordinary shares purchasable upon the exercise of the warrants immediately
prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A ordinary shares so purchasable immediately
thereafter. The public warrant agreement provides that no adjustment to the number of the shares of Class A ordinary shares issuable upon
exercise of a warrant will be required until cumulative adjustments amount to 1% or more of the number of shares of Class A ordinary shares
issuable upon exercise of a warrant as last adjusted. Any such adjustments that are not made will be carried forward and taken into account
in any subsequent adjustment. All such carried forward adjustments will be made (i) in connection with any subsequent adjustment that
(taken together with such carried forward adjustments) would result in a change of at least 1% in the number of shares of Class A ordinary
shares issuable upon exercise of a warrant and (ii) on the exercise date of any warrant.



In case of any reclassification
or reorganization of the issued and outstanding shares of Class A ordinary shares (other than those described above or that solely affects
the par value of such shares of Class A ordinary shares), or in the case of any merger or consolidation of us with or into another entity
(other than a consolidation or merger in which we are the continuing entity and that does not result in any reclassification or reorganization
of our outstanding shares of Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of
the public warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the public warrants and in lieu of the shares of Class A ordinary shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the public warrants would have received if such holder had exercised their public warrants immediately prior to such event.
If less than 70% of the consideration receivable by the holders of shares of Class A ordinary shares in such a transaction is payable
in the form of 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 public warrant properly exercises the public warrant within thirty days following public disclosure of such transaction, the public
warrant exercise price will be reduced as specified in the public warrant agreement based on the Black-Scholes Warrant Value (as defined
in the public warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders
of the public warrants when an extraordinary transaction occurs during the exercise period of the public warrants pursuant to which the
holders of the public warrants otherwise do not receive the full potential value of the public warrants.



The public warrants will
be issued in registered form under a public warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the public warrant agreement, which is incorporated by reference as an exhibit to the
Report, for a complete description of the terms and conditions applicable to the public warrants. The public warrant agreement
provides that the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any
ambiguity or to correct any mistake, including to conform the provisions of the public warrant agreement to the description of the
terms of the public warrants and the public warrant agreement set forth in this prospectus, or defective provision or (ii) adding or
changing any provisions with respect to matters or questions arising under the public warrant agreement as the parties to the public
warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered
holders of the public warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is
required to make any change that adversely affects the interests of the registered holders.













The public 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
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of public warrants being exercised.
The warrant holders do not have the rights or privileges of holders of shares of Class A ordinary shares and any voting rights until they
exercise their public warrants and receive shares of Class A ordinary shares. After the issuance of shares of Class A ordinary shares
upon exercise of the public warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted
on by shareholders.



Warrants may be exercised only
for a whole number of shares of Class A ordinary shares. 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 down to the nearest
whole number of shares of Class A ordinary shares to be issued to the warrant holder.



We have agreed that, subject
to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the public warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum
for any such action, proceeding or claim. See “Risk Factors-Our public warrant agreement will designate the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by holders of our public warrants, which could limit the ability of warrant holders to
obtain a favorable judicial forum for disputes with our company.



Rights



Each right represents the right
to receive one-sixteenth (1/16) of one Class A ordinary share upon the consummation of our initial business combination, so each holder
of 16 rights will receive one Class A ordinary share upon consummation of our initial business combination, whether or not we will be
the surviving entity and even if the holder of such right redeemed all Class A ordinary shares held by him, her or it in connection with
our initial business combination. No fractional shares will be issued upon conversion of any rights, so holders must hold rights in denominations
of 16 in order to receive a Class A ordinary share at the closing of our initial business combination. No additional consideration will
be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation
of our initial business combination as the consideration related thereto has been included in the unit purchase price paid for by investors
in the initial public offering. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by
affiliates of ours).



As soon as practicable upon
the occurrence of our initial business combination, we will direct holders of the rights to return their rights certificates to Continental
Stock Transfer & Trust Company, in its capacity as rights agent. Upon receipt of the rights certificate, in a business combination
in which we will be the surviving entity, we will issue to the registered holder of such rights the number of full Class A ordinary shares
to which the holder is entitled.



If we enter into a
definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide
for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the
transaction on an as-converted into Class A ordinary share basis, and each holder of a right will be required to affirmatively
convert his, her or its rights in order to receive the one-sixteenth (1/16) share underlying each right (without paying any
additional consideration) upon consummation of the business combination. More specifically, the right holder will be required to
indicate his, her or its election to convert the rights into underlying shares as well as to return the original rights certificates
to us.













If we are unable to complete
an initial business combination within the required time period and we liquidate the funds held in the trust account, holders of rights
will not receive any of such funds with respect to their rights, nor will they receive any distribution from our assets held outside of
the trust account with respect to such rights, and the rights will expire worthless. Promptly upon the consummation of our initial business
combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt of the rights, the
rights agent will issue to the registered holder of such right(s) the number of full Class A ordinary shares to which he, she or it is
entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly upon consummation of such
business combination and have been informed by the rights agent that the process of exchanging their rights for Class A ordinary shares
should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in nature and is not intended to provide
us with any means of avoiding our obligation to issue the shares underlying the rights upon consummation of our initial business combination.
Other than confirming that the rights delivered by a registered holder are valid, we will have no ability to avoid delivery of the shares
underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver securities to the holders of the rights
upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the rights. Accordingly,
the rights may expire worthless.



We will not issue any fractional
shares upon conversions of the rights once the units separate, and no cash will be payable in lieu thereof. As a result, a holder must
have 16 rights in order to receive one Class A ordinary shares at the closing of the initial business combination. In the event that any
holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve the option, to the
fullest extent permitted by applicable law, to deal with any such fractional entitlement at the relevant time as we see fit, which would
include the rounding down of any entitlement to receive Class A ordinary shares to the nearest whole share (and in effect extinguishing
any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued)
and to aggregate the same with any future fractional entitlement to receive shares in the company until the holder is entitled to receive
a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being
made to the holder of the relevant rights, such that value received on exchange of the rights may be considered less than the value that
the holder would otherwise expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of
shares upon conversions of the rights.



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 rights agreement will be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we
irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See
 “Risk Factors - Our warrant agreement and rights agreement will designate the courts of the State of New York or the United States
District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that
may be initiated by holders of our warrants and rights, respectively, which could limit the ability of warrant or rights holders to obtain
a favorable judicial forum for disputes with our company.”



The Company shall reserve such
amount of its profits or share premium in order to pay up the par value of each Class A ordinary share issuable in respect of the rights.



Dividends



We have not paid any cash dividends on our
ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to
our initial business combination will be within the discretion of our board of directors at such time and we will only pay such
dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we
increase the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the
consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our
issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units) upon the
consummation of this offering. Further, if we incur any indebtedness in connection with a business combination, our ability to
declare dividends may be limited by restrictive covenants we may agree to in connection therewith.