Exhibit 4.5



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



As of March 25, 2022, Cartica
Acquisition Corp (we,” “our,” “us” or the “Company”) had the following three classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting
of one Class A ordinary share (as defined below) and one-half of one redeemable warrant (as defined below), with each whole warrant entitling
the holder thereof to purchase one Class A ordinary share (the “units”), (ii) its Class A ordinary shares, $0.0001 par value
per share (“Class A ordinary shares”), and (iii) its redeemable public warrants, with each whole warrant exercisable for one
Class A ordinary share for $11.50 per share (the “warrants”).



Pursuant
to our amended and restated memorandum of association, our authorized share capital consists of 330,000,000 ordinary shares, including
300,000,000 Class A ordinary shares, $0.0001 par value and 30,000,000 Class B ordinary shares, $0.0001 par value, and 1,000,000
undesignated preference shares, $0.0001 par value. The following description summarizes the material terms of our share capitaland
does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated memorandum
of association and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for
the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 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 consists of one
Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment as described below. 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.



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. Unless specified in our amended and restated memorandum and articles of association, or as required
by applicable provisions of the Companies Act or applicable stock exchange rules, an ordinary resolution is required to approve any such
matter voted on by our shareholders. Approval of certain actions will require a special resolution; 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 will be divided into three classes, each of which will generally sit 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 of directors.
Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the
completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors
for any reason. In addition, in a vote to transfer the Company by way of continuation of the Cayman Islands to another jurisdiction (including,
but not limited to, the approval of the organizational documents of the company in such other jurisdiction), which requires the approval
of a special resolution, holders of our Class B ordinary shares will have ten 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 which
shall include the affirmative vote of a simple majority of our Class B ordinary shares.



Because our amended and restated
memorandum and articles of association authorize the issuance of up to 300,000,000 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 shareholders’ meeting) serving a three- year term. In accordance with Nasdaq corporate governance requirements,
we are not required to hold an annual shareholders’ 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 shareholders’ 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 $10.30 per public share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriter. The redemption rights will include the requirement that a beneficial owner must identify itself in order
to valid redeem its shares. Our sponsor and each of our directors and executive officers have entered into an agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection
with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class
A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our
public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering
or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares
or pre-initial business combination activity. 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 our shareholders by ordinary resolution. 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 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 more than an aggregate of
15% of the shares sold in our initial public offering, which we refer to as “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 as a result, such shareholders will continue to hold that number of shares exceeding 15% and,
in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.













Pursuant to our amended and
restated memorandum and articles of association, if we have not consummated an initial business combination during the Combination Period,
we will (i) cease all operations except for the purpose of winding-up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes,
if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under
Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each of our directors
and executive officers 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
during the Combination Period(although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination within the prescribed 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 ten 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.



Warrants



Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing 30 days after the completion of our initial business combination, except as discussed in the immediately succeeding
paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares.
This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase 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 or liquidation.



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













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



Redemption of warrants
when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding
warrants (except for private placement warrants held by our sponsor or its permitted transferees):



●       in
whole and not in part;



●       at
a price of $0.01 per warrant;



●       upon
a minimum of 30 days’ prior written notice of redemption to each warrant holder, provided that prior to such redemption such holders
will be able to exercise their warrants according to their usual exercise rights;



●       if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.



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



We have established the last
of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be on
a cashless basis and would require the exercising warrant holder to pay in cash the exercise price for each warrant being exercised. However,
the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price 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:



●       in
whole and not in part, and only if the private placement warrants are simultaneously redeemed;



●       at
a price of $0.10 per warrant



●       upon
a minimum of 30 days’ prior written notice of redemption provided that prior to such redemption holders will not only be able to
exercise their warrants according to their usual exercise rights, but also on a cashless basis and receive the number of shares determined
by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as
defined below) except as otherwise described below; and













●       if,
and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share for any 20 trading days within
a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.



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



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













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



|Redemption
    date                    |  | Fair
    market value of Class A ordinary shares |       
|-------------------------------------- |  | ------------------------------------------------ | ------
|(period
    to expiration of warrants) |  |                                                  | <10.00
|                                       |  |                                                  |       
|60
months                              |  |                                                  | 0.261 
|                                       |  |                                                  |       
|57
months                              |  |                                                  | 0.257 
|                                       |  |                                                  |       
|54
months                              |  |                                                  | 0.252 
|                                       |  |                                                  |       
|51
months                              |  |                                                  | 0.246 
|                                       |  |                                                  |       
|48
months                              |  |                                                  | 0.241 
|                                       |  |                                                  |       
|45
months                              |  |                                                  | 0.235 
|                                       |  |                                                  |       
|42
months                              |  |                                                  | 0.228 
|                                       |  |                                                  |       
|39
months                              |  |                                                  | 0.221 
|                                       |  |                                                  |       
|36
months                              |  |                                                  | 0.213 
|                                       |  |                                                  |       
|33
months                              |  |                                                  | 0.205 
|                                       |  |                                                  |       
|30
months                              |  |                                                  | 0.196 
|                                       |  |                                                  |       
|27
months                              |  |                                                  | 0.185 
|                                       |  |                                                  |       
|24
months                              |  |                                                  | 0.173 
|                                       |  |                                                  |       
|21
months                              |  |                                                  | 0.161 
|                                       |  |                                                  |       
|18
months                              |  |                                                  | 0.146 
|                                       |  |                                                  |       
|15
months                              |  |                                                  | 0.130 
|                                       |  |                                                  |       
|12
months                              |  |                                                  | 0.111 
|                                       |  |                                                  |       
|9
months                               |  |                                                  | 0.090 
|                                       |  |                                                  |       
|6
months                               |  |                                                  | 0.065 
|                                       |  |                                                  |       
|3
months                               |  |                                                  | 0.034 
|                                       |  |                                                  |       
|0
months                               |  |                                                  | —     













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



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



Class A ordinary shares
to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary
shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the
warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary
shares, the company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security
issuable upon the exercise of the warrants.



Maximum percentage procedures.
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.9% (or such other amount as a holder
may specify) of the Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.













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



In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all
or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities 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 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 per share (as adjusted to appropriately reflect
any other adjustments) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial
business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) 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 18 months from the closing of our
initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of
our Class A ordinary shares or pre- initial business combination activity, or (e) in connection with the redemption of our public shares
upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
Class A ordinary share in respect of such event.



If the number of 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 ordinary shares.



Whenever the number of
Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price
will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of
which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such
adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. In
addition, if (x) we issue additional Class A ordinary shares or equity-linked securities, for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per ordinary
share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of
any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such
affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume
weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to
the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per
share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of
warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the
price per Class A ordinary shares equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under
 “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to
the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.













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



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



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



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













Dividends



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