Exhibit 4.4


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES


EXCHANGE ACT OF 1934, AS AMENDED


 


As of June 30, 2020, Yunhong International (“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 Class A ordinary share,
$0.001 par value per share (“Class A ordinary share”), (ii) its warrants, exercisable for one Class A ordinary share
for $11.50 per share, (iii) its units, consisting of one Class A ordinary share, one-half of one warrant, each whole warrant entitles
the holder to purchase one Class A ordinary share, and one right, and (iv) its rights, entitling the holder thereof to receive
one-tenth of one Class A ordinary share upon completion of our initial business combination. In addition, this Description of
Securities also contains a description of the Company’s Class B ordinary share, par value $0.001 per share (the “Class
B ordinary shares” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act
but is convertible into shares of the Class A ordinary share. The description of the Class B ordinary share is necessary to understand
the material terms of the Class A ordinary share.


 


We are a Cayman Islands exempted company (company number 346608)
and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and common law
of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, as amended, we are authorized
to issue 47,000,000 Class A ordinary shares, $0.001 par value each, 2,000,000 Class B ordinary shares, $0.001 par value and 1,000,000
undesignated preference shares, $0.001 par value each. The following description summarizes the material terms of our shares as
set out more particularly in our memorandum and articles of association.


 


Defined terms used herein and not defined herein shall have
the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.


 


Units


 


Each unit consists of one Class A ordinary share, one-half of
one warrant and one right. 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. Only whole warrants are exercisable. Each whole warrant entitles the holder to purchase
one Class A ordinary share. Pursuant to the warrant agreement, a warrantholder may exercise his, her or its warrants only for a
whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrantholder.
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.


 


Each right entitles the holder thereof to receive one-tenth
of one Class A ordinary share upon completion of our initial business combination. We will not issue fractional shares in connection
with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in
accordance with the applicable provisions of Cayman law. As a result, you must hold rights in multiples of 10 in order to receive
shares for all of your rights upon closing of a business combination.


   


Ordinary Shares


 


Class A ordinary shareholders and Class B ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single
class, except as required by law; provided, that holders of our Class B ordinary shares will have the right to elect all of our
directors prior to our initial business combination and holders of our Class A ordinary shares will not be entitled to vote on
the election of directors during such time. These provisions of our amended and restated memorandum and articles of association,
as amended, may only be amended by a special resolution passed by holders of at least 90% of our ordinary shares who are eligible
to vote and attend and vote in a general meeting our shareholders. Unless specified in the Companies Law, our amended and restated
memorandum and articles of association, as amended, 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 (other than the election of
directors), and the affirmative vote of a majority of our founder shares is required to approve the election of directors. Approval
of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum
and articles of association, as amended; such actions include amending our amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company. Directors are elected for a term of two years. There is
no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the founder
shares voted for the election of directors can elect 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.


  






     


     


    

 


We will provide our Class A 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 as of two business days prior to the consummation
of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of
then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business
combination.


 


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 law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association, as amended, 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, as amended, 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 law, or we decide to obtain
shareholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval,
we will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted
in favor of the business combination.


 


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, as amended, 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 Class A ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.” 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 the 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.


  


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 shareholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which
interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the limitations described
herein.


 






     


     


    

 


Founder Shares


 


The founder shares are identical to the Class A ordinary shares,
and holders of founder shares have the same shareholder rights as public shareholders, except that (i) holders of the founder shares
have the right to vote on the election of directors prior to our initial business combination, (ii) the founder shares are subject
to certain transfer restrictions, as described in more detail below, and (iii) our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their
founder shares and public shares in connection with the completion of our initial business combination and (B) to waive their rights
to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business
combination within the timeframe set forth in our amended and restated memorandum and articles of association, as amended, although
they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail
to complete our initial business combination within such time period and (iv) the founder shares will automatically convert into
Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum
and articles of association. If we submit our initial business combination to our public shareholders for a vote, our sponsor,
officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered
into with us, to vote any founder shares held by them and any public shares purchased in favor of our initial business combination.


 


The Class B ordinary shares will automatically convert into
Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment for share
splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein
and in our amended and restated memorandum and articles of association, as amended. In the case that additional Class A ordinary
shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial public offering and
related to the closing of the business combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary
shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive
such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares
issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding
upon completion of our initial public offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued
in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller
in the initial business combination or any private placement-equivalent units issued to our sponsor or its affiliates upon conversion
of loans made to us). Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of
Class A ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued
in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are
issuable upon the conversion or exercise of convertible securities, warrants or similar securities. 


 


With certain limited exceptions, the founder shares are not
transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after the completion of our
initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of the Class A ordinary
shares equal or exceed $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders
having the right to exchange their Class A ordinary shares for cash, securities or other property.


 






     


     


    

 


Register of Members


 


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


 


	 	•	the names and addresses of the members of the company and a statement of the shares held by each member, which:


 


(i) distinguishes each share by its number (so long
as the share has a number);


(ii) confirms the amount paid, or agreed to be considered
as paid on the shares of each member;


(iii) confirms the number and category of shares held
by each member; and


(iv) confirms whether each relevant category of shares
held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights
are conditional;


 


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


 


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


 


For these purposes, “voting rights” means rights
conferred on shareholders in respect of their shares to vote at general meetings of the company on all or substantially all matters.
A voting right is conditional where the voting right arises only in certain circumstances.


 


Under Cayman Islands law, the register of members of our company
is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters
referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands
law to have legal title to the shares as set against its name in the register of members. Upon the closing of our initial public
offering, the register of members shall be immediately updated to reflect the issue of shares by us. Once our register of members
has been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against
their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.


  


Redeemable Warrants


 


Public 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 the
completion of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants
only for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by
a warrantholder. 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
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. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares
to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, or an exemption is available. 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 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 15 business days after the closing of our initial business combination, we will use our best efforts to file, and within
60 business days following our initial business combination to have declared effective, a registration statement covering the Class
A ordinary shares issuable upon exercise of the warrants. We will use our best 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 warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless we have
an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and
a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.
If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.


 


Once the warrants become exercisable, we may call the warrants
for redemption (excluding the private placement warrants but including any outstanding warrants issued upon exercise of the unit
purchase option issued to Maxim and/or its designees):


 


	 	•	in whole and not in part;


 


	 	•	at a price of $0.01 per warrant;


 


	 	•	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


	 	•	if, and only if, the reported last sale price of the Class A ordinary shares equal or exceed $16.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.


 


If and when the warrants become redeemable by us, we may not
exercise our redemption right if the issuance of shares upon exercise of the warrants is not exempt from registration or qualification
under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts
to register or qualify such shares under the blue sky laws of the state of residence in those states in which the warrants were
offered by us in our initial public offering.


 


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 warrants, each warrant holder will be entitled
to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may
fall below the $16.50 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If we call the warrants for redemption as described above, our
management will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management
will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our
shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management
takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number
of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares
underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price
of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will
contain the information necessary to calculate the number 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 our management does 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.


 






     


     


    

 


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


 


If the number of issued and outstanding Class A ordinary shares
is increased by a capitalization payable in Class A ordinary shares, or by a sub-division of Class A ordinary shares or other similar
event, then, on the effective date of such capitalization, sub-division or similar event, the number of Class A ordinary shares
issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding Class A ordinary
shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price
less than the fair market value will be deemed a capitalization 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) multiplied by (ii) one (1) minus
the quotient of (x) the price per Class A ordinary share paid in such rights offering divided by (y) the 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) fair market value means the volume weighted average
price of Class A ordinary shares as reported during the ten (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 the holders of Class A ordinary shares
on account of such Class A ordinary shares (or other ordinary shares into which the warrants are convertible), other than (a) as
described above, (b) certain ordinary cash dividends, (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 to modify
the substance or timing of our obligation to redeem 100% of our Class A ordinary shares if we do not complete our initial business
combination within the timeframe set forth in our amended and restated memorandum and articles of association, as amended, or (e)
in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the
warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or
the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.


 


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


 


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


 






     


     


    

 


In case of any reclassification or reorganization of the issued
and outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the
assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock 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. Additionally, if less than 70% of the consideration receivable
by the holders of 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 per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement)
of the warrant.


  


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
a Newly Issued Price of less than $9.20 per 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), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z)
the Market Value is below $9.20 per share, 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, and the $16.50 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


The warrants were issued in registered form under a warrant
agreement between American 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 to cure any ambiguity or correct any defective provision,
but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that
adversely affects the interests of the registered holders of public warrants.


 






     


     


    

 


The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of Class A 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.


 


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


 


Rights 


 


Each holder of a right will receive one-tenth (1/10) of one
Class A ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all Class
A ordinary shares held by it in connection with the initial business combination. No additional consideration will be required
to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial business combination,
as the consideration related thereto has been included in the unit purchase price paid for by investors in our initial public offering.
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 its rights in order to receive the 1/10 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
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 timeframe set forth in our amended and restated memorandum and articles of association, as amended, and we liquidate
the funds held in the trust account, holders of rights will not receive any 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.


 


As soon as practicable 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 rights the number of full Class A ordinary shares to
which 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.


 


The shares issuable upon conversion of the rights will be freely
tradable (except to the extent held by affiliates of ours). We will not issue fractional shares upon conversion of the rights. Fractional
shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions
of Cayman law. As a result, you must hold rights in multiples of 10 in order to receive shares for all of your rights upon closing
of a business combination. 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. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights
upon consummation of an initial business combination. Accordingly, the rights may expire worthless.


  






     


     


    

 


Certain Differences in Corporate Law


 


Cayman Islands companies are governed by the Companies Law.
The Companies Law is modeled on English Law but does not follow recent English Law statutory enactments, and differs from laws
applicable to U.S. corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Law applicable to us and the laws applicable to companies incorporated in the U.S. and their shareholders.


 


Mergers and Similar Arrangements. In certain circumstances,
the Companies Law allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted
company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction)
so as to form a single surviving company


 


Where the merger or consolidation is between two Cayman Islands
companies, the directors of each company must approve and enter into a written plan of merger or consolidation containing certain
prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of two thirds in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such other
authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in
a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent
company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that
the requirements of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies
will register the plan of merger or consolidation.


 


Where the merger or consolidation involves a foreign company,
the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are
required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the
foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements
of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been
filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions;
(iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in
respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other
similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are
and continue to be suspended or restricted.


 


Where the surviving company is the Cayman Islands exempted company,
the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made
due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to
pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is
permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of
the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign
company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws
of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit
the merger or consolidation.


 






     


     


    

 


Where the above procedures are adopted, the Companies Law provides
certain limited appraisal rights for dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting
to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the shareholder
must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation,
including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized
by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent
company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following
receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent
including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date
of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or
consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make
a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value
and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company
must pay the shareholder such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period, within
20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition
with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and
addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the
company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair
rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder
whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value
is reached. These rights of a dissenting shareholder are not be available in certain circumstances, for example, to dissenters
holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer
quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed
on a national securities exchange or shares of the surviving or consolidated company.


  


Moreover, Cayman Islands law also has separate statutory provisions
that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally
be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands
as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required
to consummate a merger in the U.S.), the arrangement in question must be approved by a majority in number of each class of shareholders
and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class
of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting
summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the
Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the
transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


	 	•	we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;


 


	 	•	the shareholders have been fairly represented at the meeting in question;


 


	 	•	the arrangement is such as a businessman would reasonably approve; and


 


	 	•	the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”


 


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


 


Squeeze-out Provisions. When a takeover offer is
made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within
a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection
can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith,
collusion or inequitable treatment of the shareholders.


 






     


     


    

 


Further, transactions similar to a merger, reconstruction and/or
an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.


 


Shareholders’ Suits. Our Cayman Islands counsel
is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in
the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will
be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors
usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which
would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing
principle apply in circumstances in which:


 


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


 


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


 


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


 


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


 


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


 


We have been advised by our Cayman Islands legal counsel that
the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the U.S. predicated
upon the civil liability provisions of the federal securities laws of the U.S. or any state; and (ii) in original actions brought
in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities
laws of the U.S. or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances,
although there is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., the courts of the Cayman Islands
will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum
for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands,
such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a
manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands
(awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies. We
are an exempted company with limited liability (meaning our public shareholders have no liability, as members of the Company, for
liabilities of the Company over and above the amount paid for their shares) under the Companies Law. The Companies Law distinguishes
between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company
are essentially the same as for an ordinary company except for the exemptions and privileges listed below:


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


  


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


 


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


   


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


 


Our authorized but unissued ordinary shares and preference shares
are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued
and unreserved ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of
us by means of a proxy contest, tender offer, merger or otherwise.