Exhibit 4.7 


 


DESCRIPTION OF SECURITIES


 


We are a company incorporated in the British Virgin Islands as a BVI
business company (company number 2013875) and our affairs are governed by our memorandum and articles of association, the BVI Business
Companies Act, 2004 (the “Companies Act”) and the common law of the British Virgin Islands. We are authorized to issue an
unlimited number of shares with no par value, divided into two (2) classes of share being (i) ordinary shares with no par value and (ii)
preferred shares with no par value. The following description summarizes certain terms of (i) our shares as set out more particularly
in our memorandum and articles of association (ii) our Units, (iii) our Rights, and (iv) our Warrants. Because it is only a summary, it
may not contain all the information that is important to you.


 


Units


 


Each unit consists of one ordinary share, one right,
and one warrant. Each right entities the holder thereof to receive one-tenth (1/10) of one ordinary share on the consummation of an initial
business combination. Each warrant entitles the holder to purchase one ordinary share exercisable at $11.50 per ordinary share upon consummation
of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of ordinary shares.


 


Ordinary Shares


 


		●	6,111,000 of
our ordinary shares are outstanding including:



 


		●	4,600,000 ordinary shares underlying the units issued as
part of our initial offering; and



 


		●	1,511,000 ordinary shares held by our initial shareholders.



 


Under the Companies Act, the ordinary shares are
deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members will be maintained
by our transfer agent Continental Stock Transfer & Trust Company. If (a) information that is required to be entered in the register
of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information
in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British
Virgin Islands Courts for an order that the register be rectified, and the court may either refuse the application or order the rectification
of the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.


 


At any general meeting every ordinary shareholder
who is present in person or by proxy will have one vote for each ordinary share held on all matters to be voted on by shareholders. The
chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not
and the result of his decision shall be announced to the general meeting and recorded in the minutes of the general meeting. If the chairman
has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution.
If the chairman fails to take a poll then any shareholder present in person or by proxy who disputes the announcement by the chairman
of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll
to be taken. If a poll is taken at any general meeting, the result shall be announced to the general meeting and recorded in the minutes
of the general meeting. Prior to the consummation of our initial business combination, the rights attaching to ordinary shares (including
those provisions designed to provide certain rights and protections to our ordinary shareholders) may only be amended by a resolution
of persons holding 65% (or 50% if approved in connection with our initial business combination) of our outstanding ordinary shares attending
and voting on such amendment. Other provisions of our memorandum and articles of association may be amended prior to the consummation
of our initial business combination if approved by a majority of the votes of shareholders attending and voting on such amendment or by
resolution of the directors. Following the consummation of, or in connection with, our initial business combination, the rights and obligations
attaching to our ordinary shares and other provisions of our memorandum and articles of association may be amended if approved by a majority
of the votes of shareholders attending and voting on such amendment or by resolution of the directors. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefore.


 






     


     


    

 


We may not currently intend to hold an annual meeting
of shareholders until after we consummate our initial business combination. Therefore, if our shareholders want us to hold a meeting prior
to such consummation, they may requisition the directors to hold one upon the written request of members entitled to exercise at least
30% of the voting rights in respect of the matter for which the meeting is requested. Under British Virgin Islands law, we may not increase
the required percentage to call a meeting above such 30% level.


 


Our memorandum and articles of association will
require us to provide our shareholders with the opportunity to redeem their shares upon the consummation 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, including interest (net of
taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein and any limitations
(including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
The amount in the trust account is initially anticipated to be $10.00 per share, whether or not the underwriters’ over-allotment
option is exercised in full. Our initial shareholders have agreed to waive their redemption rights with respect to their founder shares
and public shares in connection with the consummation of our initial business combination. We intend to obtain shareholder approval in
connection with our initial business combination. If we so decide, 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 consummate our initial business combination only if a majority of the votes of ordinary shareholders who being so entitled attend
and vote at the general meeting are voted in favor of the business combination. However, the participation of our sponsor, officers, directors,
advisors or their affiliates in privately-negotiated transactions (as described in our registration statement effective on June 23, 2020),
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 business combination. For purposes of seeking approval of the majority of our outstanding ordinary
shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give
approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if held, at which a
vote shall be taken to approve our initial business combination.


 


If we seek shareholder approval in connection with
our initial business combination, our initial shareholders have agreed to vote their founder shares and any public shares purchased during
or after the offering in favor of our initial business combination. Each public shareholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction.


 


Notwithstanding the foregoing, if a shareholder
vote is not required for business or other legal reasons, we will, pursuant to our memorandum and articles of association, offer to redeem
our public shares pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to consummating our
initial business combination. Our memorandum and articles of association requires these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules.


 


Pursuant to our memorandum and articles of association,
if we are unable to consummate our initial business combination within a 12 month period from the closing of our initial public offering
(or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business combination,
as described in more detail in our registration statement effective on June 23, 2020), we will, as promptly as reasonably possible but
not more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (net of taxes payable
and less interest earned thereon that is released to us), pro rata to our public shareholders by way of redemption and cease all operations
except for the purposes of winding up of our affairs. This redemption of public shareholders from the trust account will be effected as
required by and by function of our memorandum and articles of association and prior to any formal voluntary liquidation of the company.
Our sponsor has agreed to waive its right to receive liquidating distributions with respect to its founder shares if we fail to consummate
our initial business combination within 12 months from the closing of our initial public offering (or up to 21 months from the closing
of our initial public offering if we extend the period of time to consummate a business combination, as described in more detail in our
registration statement effective on June 23, 2020). However, if our sponsor or any of our officers, directors or affiliates acquire public
shares in or after our initial public offering, they will be entitled to receive liquidating distributions with respect to such public
shares if we fail to consummate our initial business combination within the required time period.


 






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Our shareholders are entitled to receive ratable
dividends when, as and if declared by the board of directors out of legally available funds. In the event of a liquidation or winding
up of the company after our initial 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 redemption rights set forth above.


 


Founder Shares


 


The founder shares are identical to the other ordinary
shares included in the units being sold in our initial public offering, and holders of founder shares have the same shareholder rights
as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below,
and (ii) our initial shareholders agreed (A) to waive their rights to liquidating distribution with respect to their founder shares and
public shares in connection with the consummation of our initial business combination and (B) to waive their redemption rights with respect
to their founder shares if we fail to consummate our initial business combination within 12 months from the closing of our initial public
offering (or up to 21 months from the closing of our initial public offering if we extend the period of time to consummate a business
combination, as described in more detail in our registration statement effective on June 23, 2020), although they will be entitled to
redemption rights with respect to any public shares they hold if we fail to consummate our initial business combination within such time
period. Our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after the offering
in favor of our initial business combination and our officers and directors have also agreed to vote any public shares purchased during
or after the offering in favor of our initial business combination.


 


All of the founder shares outstanding prior to the
date of closing of our initial public offering were placed in escrow with Continental Stock Transfer & Trust Company as escrow
agent. Our initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees
as described below) until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the
date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period following the six month anniversary of
the consummation of a business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate
a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right
to exchange their ordinary shares for cash, securities or other property.


 


Preferred shares


 


Our memorandum and articles of association authorizes
the creation and issuance without shareholder approval of an unlimited number of preferred shares divided into such classes or series,
each with such designation, rights and preferences as may be determined by a resolution of our board of directors who will amend the memorandum
and articles of association to create such designations, rights and preferences. Unlike Delaware law, all shares of a single class must
be issued with the same rights and obligations. No preferred shares are currently issued or outstanding. Accordingly, our board of directors
is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights,
which could adversely affect the voting power or other rights of the holders of ordinary shares. However, the underwriting agreement prohibits
us, prior to our initial business combination, from issuing preferred shares which participate in any manner in the proceeds of the trust
account, or which vote as a class with the ordinary shares on our initial business combination. We may issue some or all of the preferred
shares to effect our initial business combination. In addition, the preferred shares could be utilized as a method of discouraging, delaying
or preventing a change in control of us. Although we do not currently intend to issue any preferred shares, we may do so in the future.


 






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The rights of preferred shareholders, once the preferred
shares are in issue, may only be amended by a resolution to amend our memorandum and articles of association provided such amendment is
also approved by a separate resolution of a majority of the votes of preferred shareholders who being so entitled attend and vote at the
class meeting of the relevant preferred class. If our preferred shareholders want us to hold a meeting of preferred shareholders (or of
a class of preferred shareholders), they may requisition the directors to hold one upon the written request of preferred shareholders
entitled to exercise at least 30% of the voting rights in respect of the matter (or class) for which the meeting is requested. Under British
Virgin Islands law, we may not increase the required percentage to call a meeting above 30%.


 


Under the Companies Act there are no provisions
which specifically prevent the issuance of preferred shares or any such other “poison pill” measures. Our memorandum and articles
of association also do not contain any express prohibitions on the issuance of any preferred shares. Therefore, the directors, without
the approval of the holders of ordinary shares, may issue preferred shares that have characteristics that may be deemed anti-takeover.
Additionally, such a designation of shares may be used in connection with plans that are poison pill plans. However, as noted above under
the Companies Act, a director in the exercise of his powers and performance of his duties is required to act honestly and in good faith
in what the director believes to be the best interests of the company.


 


Rights


 


Each holder of a right will receive one-tenth (1/10)
of one ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all 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 ordinary 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 ordinary shares will receive in the transaction on an as-converted
into ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10
of one ordinary 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 ordinary shares as
well as to return the original rights certificates to us.


 


If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, holders of rights will not receive any
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 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 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 ordinary 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 ordinary
shares underlying the rights. Nevertheless, there are no contractual penalties for failure to deliver ordinary shares to the holders of
the rights upon consummation of an initial business combination. Additionally, in no event will we be required to net cash settle the
rights. Accordingly, you might not receive the ordinary shares underlying the rights.


 


The ordinary 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 ordinary shares upon
conversion of the rights. If, upon conversion of the rights, a holder would be entitled to receive a fractional interest in an ordinary
share, we will, upon conversion, comply with the BVI Business Companies Act for the disposition of fractional interests by those entitled
thereto, (2) pay in cash the fair value of fractions of an ordinary share as of the time when those entitled to receive such fractions
are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer
form (represented by a certificate) which shall entitle the holder to receive a full ordinary share upon the surrender of such scrip or
warrants aggregating a full share). We will make the determination of how we are treating fractional ordinary shares at the time of our
initial business combination and will include such determination in the proxy materials we will send to stockholders for their consideration
of such initial business combination.


 






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Warrants


 


Each public warrant entitles the registered holder
to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the
later of the completion of an initial business combination or 12 months from the date of closing of our initial public offering. Pursuant
to the warrant agreement, a warrant-holder may exercise its warrants only for a whole number of ordinary shares. However, no public warrants
will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon
exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement
covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days from the closing 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 an available exemption
from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their
warrants on a cashless basis. The warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New
York City time.


 


In addition, if (x) the Company issues additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an
issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in
good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates,
without taking into account any Founder Shares held by the initial shareholders 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 a Business Combination on the date of the consummation of a Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates a 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, and the $16.50 per share redemption trigger price described herein 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 private warrants will be identical to the public
warrants underlying the units being offered by our initial public offering except that such private warrants will be exercisable for cash
(even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective) or on a cashless
basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by the initial purchasers
or their affiliates.


 


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


 


		●	at any time after the warrants become exercisable;



 


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



 


		●	if, and only if, the reported last sale price of the ordinary
shares equals or exceeds $16.50 per ordinary share, for any 20 trading days within a 30 trading day period commencing after the warrants
become exercisable and ending on the third business day prior to the notice of redemption to warrant holders, and;



 


		●	if, and only if, there is a current registration statement
in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period
referred to above and continuing each day thereafter until the date of redemption.



 






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


 


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


 


If and when the warrants become redeemable by us,
we may not exercise our redemption right if the issuance of ordinary 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 ordinary 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.


 


If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the
exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market
value” for this purpose shall mean the average reported last sale price of the 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. Whether we will exercise
our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including
the price of our ordinary shares at the time the warrants are called for redemption, our cash needs at such time and concerns regarding
dilutive share issuances.


 


The warrants were 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 to cure any ambiguity or correct any defective provision, but
requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to make any
change that adversely affects the interests of the registered holders.


 


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


 


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 ordinary shares and any voting rights until they exercise their warrants and receive
ordinary shares. After the issuance of 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.


 


Except as described above, no public warrants will
be exercisable and we will not be obligated to issue ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered or qualified
or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant
agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus relating to the ordinary
shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able
to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders
will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating
to the ordinary shares issuable upon the exercise of the warrants is not current or if the ordinary shares is not qualified or exempt
from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash
settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 






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


 


No fractional ordinary 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 an ordinary
share, we will, upon exercise, round down to the nearest whole number the number of 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 dividends subsequent to our initial business combination
will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings,
if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable
future.


 


Private Units


 


The private units (including the rights and warrants
or ordinary shares issuable upon exercise of the rights or warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders,”
to our officers and directors and other persons or entities affiliated with the sponsor) and they will not be redeemable by us so long
as they are held by members of the sponsor or their permitted transferees. Otherwise, the private units have terms and provisions that
are identical the units sold in our initial public offering except the warrants included in the private units will be non-redeemable and
may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.
If the warrants included in the private units are held by holders other than the holders who purchased such units or their permitted transferees,
the warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold
in our initial public offering.


 


Our Transfer Agent, Warrant Agent, and Right Agent


 


The transfer agent for our ordinary shares and warrant
agent for our rights is Continental Stock Transfer & Trust Company.


 


Listing of Our Securities


 


Our units, ordinary shares, rights
and warrants are listed on Nasdaq under the symbols BRLU, BRLI, BRLIR and BRLW respectively.
The units will automatically separate into their component parts and will not be traded following the completion of our initial business
combination.


 






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Memorandum and Articles of Association


 


As set forth in the memorandum of association, the
objects for which are established are unrestricted and we shall have full power and authority to carry out any object not prohibited by
the Companies Act or as the same may be revised from time to time, or any other law of the British Virgin Islands.


 


Our memorandum and articles of association contains
provisions designed to provide certain rights and protections to our ordinary shareholders prior to the consummation of our initial business
combination. These provisions cannot be amended without the approval of 65% (or 50% if approved in connection with our initial business
combination) of our outstanding ordinary shares attending and voting on such amendment. Our initial shareholders, who will beneficially
own approximately 20% of our ordinary shares upon the closing of our initial public offering (assuming they do not purchase any units
in our initial public offering and excluding the private placement, and excluding the rights underlying the private units and the representative
shares), will participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any
manner they choose. Prior to our initial business combination, if we seek to amend any provisions of our memorandum and articles of association
relating to shareholders’ rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity
to redeem their public shares in connection with any such vote on any proposed amendments to our memorandum and articles of association.
We and our directors and officers have agreed not to propose any amendment to our memorandum and articles of association that would affect
the substance and timing of our obligation to redeem our public shares if we are unable to consummate our initial business combination
within 12 months from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering if
we extend the period of time to consummate a business combination, as described in more detail in our registration statement effective
on June 23, 2020). Our initial shareholders have agreed to waive any redemption rights with respect to any founder shares and any public
shares they may hold in connection with any vote to amend our memorandum and articles of association prior to our initial business combination.


 


Specifically, our memorandum and articles of association
provide, among other things, that:


 


		●	If we are unable to consummate our initial business combination
within 12 months from the closing of our initial public offering (or up to 21 months from the closing of our initial public offering
if we extend the period of time to consummate a business combination, as described in more detail in our registration statement effective
on June 23, 2020), we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the aggregate
amount then on deposit in the trust account (net of taxes payable and less up to $50,000 of the net interest earned thereon to pay dissolution
expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of
our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum
and articles of association and prior to commencing any voluntary liquidation; and;



 


		●	except in connection with the consummation of our initial
business combination, prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination;



 


		●	although we do not intend to enter into our initial business
combination with a target business that is affiliated with our sponsor, our directors or officers, we are not prohibited from doing so.
In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions that our initial business combination
is fair to our shareholders from a financial point of view, and;



 


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



 


In addition, our memorandum and articles of association
provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 immediately prior to or upon consummation of our initial business combination.


 






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Changes in Authorized Shares


 


We are authorized to issue an unlimited number of
shares, with no par value, divided into two (2) classes of shares being (i) ordinary shares and (ii) preferred shares, which will have
certain privileges, restrictions and conditions attaching to them as the shares in issue. We may by resolution of directors or shareholders:


 


		●	consolidate and divide all or any of our unissued authorized
shares into shares of larger or smaller amount than our existing shares;



 


		●	cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any person, or;



 


		●	create new classes of shares with preferences to be determined
by resolution of the board of directors to amend the memorandum and articles of association to create new classes of shares with such
preferences at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only
be created with prior shareholder approval.



 


Pre-emption Rights


 


There are no pre-emption rights applicable to the
issuance of new shares under our memorandum and articles of association.


 


Variation of Rights of Shares


 


As permitted by the Companies Act and our memorandum
of association, we may vary the rights attached to any class of shares only with: (i) in the case of the ordinary shares prior to our
initial business combination, the consent of not less than 65% (or 50% if for the purposes of approving, or in connection with, the consummation
of our initial business combination) of the votes who are in attendance and vote at a meeting, or (ii) in the case of the preferred shares,
50% of the votes of shareholders who being so entitled attend and vote at a meeting of such shares, except, in each case where a greater
majority is required under our memorandum and articles of association or the Companies Act, provided that that for these purposes the
creation, designation or issue of preferred shares with rights and privileges ranking in priority to an existing class of shares is deemed
not to be a variation of the rights of such existing class and may in accordance with our memorandum and articles of association be effected
by resolution of directors without shareholder approval.


 


BRITISH VIRGIN ISLANDS COMPANY CONSIDERATIONS


 


Our corporate affairs are governed by our memorandum
and articles of association and the provisions of applicable British Virgin Islands law, including the Companies Act. The Companies Act
differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of some significant differences
between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and
their shareholders. A brief discussion of certain other provisions of the Companies Act and British Virgin Islands law also follows.


 


We cannot predict whether British Virgin Islands
Courts would reach the same conclusions based on a particular set of facts as the U.S. courts would be expected to reach. Thus, you may
have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than
would shareholders of a corporation incorporated in a United States jurisdiction, which has developed a substantial body of case law.
The following table provides a comparison between the statutory provisions of the Companies Act together with the provisions of our memorandum
and articles of association) and the Delaware General Corporation Law relating to shareholders’ rights.


 






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	British Virgin Islands	 	Delaware
	 

                                                                Shareholder Meetings

                                                                 

	
    ●   Held at a time
    and place as determined by the directors

     

    ●    May be held within
    or outside the British Virgin Islands

     

    ● Notice:

     

       Under our memorandum and articles of association, a copy of
       the notice of any meeting shall be given not fewer than ten    (10) days before the date of the proposed meeting to those    persons whose names
    appear in the register of members on the    date the notice is given and are entitled to vote at the meeting.
	 	
    ●    May be held at
    such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors

     

    ●    May be held within
    or without Delaware

     

    ●    Notice:

    Whenever shareholders are required to take any action at a
    meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means
    of remote communication, if any

	
     

    Shareholders’ Voting Rights

     

	
    ●   Any person authorized
    to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member

     

    ●  Quorum is fixed
    by our memorandum and articles of association, to consist of the holder or holders present in person or by proxy entitled to exercise
    at least 30% of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon
	 	
    ●   Any person authorized
    to vote may authorize another person or persons to act for him by proxy

     

    ●   For stock corporations,
    the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of
    shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum





 





	British Virgin Islands	 	Delaware
	Under our memorandum and articles of association, subject to any rights or restrictions attached to any shares, at any general meeting every shareholder who is present in person or by proxy shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for each share which such shareholder is the holder. The chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the general meeting and recorded in the minutes of the general meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any general meeting, the result shall be announced to the general meeting and recorded in the minutes of the general meeting.	 	For non-stock companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the shareholders shall constitute a quorum
	 	 	 
	Prior to the consummation of our initial business combination, changes in the rights attaching to the ordinary shares as set forth in the memorandum and articles of association require approval by way of resolution of not less than 65% (or 50% if for the purposes of approving, or in connection with, the consummation of our initial business combination) of those outstanding ordinary shares attending the meeting and voting in respect of such resolution, following the consummation of our initial business combination, changes in the rights attaching to the ordinary shares require the approval by way of resolution of only a majority of those outstanding ordinary shares attending at the meeting and voting in respect of such resolution. 	 	Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders


 






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	The rights attaching to the preferred shares may be changed by way of a resolution of a majority of the votes attending and voting at the relevant meeting or class meeting. 	 	 
	 	 	 
	However, in the case of both the ordinary shares and the preferred shares, the above is subject to any greater majority is required under our memorandum and articles of association or the Companies Act, provided that that for these purposes the creation, designation or issue of preferred shares with rights and privileges ranking in priority to an existing class of shares shall be deemed not to be a variation of the rights of such existing class.	 	 
	 	 	 
	The memorandum and articles of association do not provide for cumulative voting in the election of directors	 	The memorandum and articles of association may provide for cumulative voting
	 	 	 
	If we decide to seek shareholder approval in respect of the consummation of our initial business combination, such approval may be by a majority vote of shareholders who being so entitled attend and vote at the general meeting

         
	 	Approval of our initial business combination may be by a majority of outstanding shares if such transaction involves the merger of such entity


 



	British Virgin Islands	 	Delaware
	All other matters to be decided upon by the shareholders require a majority vote of shareholders who being so entitled attend and vote at the general meeting, unless the Companies Act requires a higher majority. Our memorandum and articles of association also may be amended by resolution of directors, including to create the rights, preferences, designations and limitations attaching to any blank check preferred shares.	 	 
	Directors

                                                

	Board must consist of at least one director	 	Board must consist of at least one member
	Maximum and minimum number of directors can be changed by an amendment to the articles of association, with such amendment being passed by a resolution of shareholders or a resolution of directors	 	Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter
	 	 	 
	Directors are appointed for the term, if any, fixed by the resolution appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a Director, the Director shall serve indefinitely until his earlier death, resignation or removal.	 	 


 


	Directors do not have to be independent Under our memorandum and articles of association, a director may not be removed from office by a resolution of our shareholders prior to the consummation of our business combination.	 	Directors do not have to be independent



 






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	Fiduciary Duties
	 
	Directors and officers owe fiduciary duties at both common law and under statute as follows:	 	Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation.
	 	 	 
	Duty to act honestly and in good faith in what the directors believe to be in the best interests of the company;	 	Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits.
	 	 	 
	Duty to exercise powers for a proper purpose and directors shall not act, or agree to act, in a matter that contravenes the Companies Act or the memorandum and articles of association;

                                    
	 	Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation will be protected by the “business judgment rule.”
	
    Duty to exercise the care, diligence and skill that a reasonable director
    would exercise in the circumstances taking into account, without limitation:

     

    (a)      the nature
    of the company;

     

    (b)      the nature
    of the decision; and

     

    (c)      the
position of the director and the nature of the responsibilities undertaken by him. 
	 	 


 



	British Virgin Islands	 	Delaware
	
    The Companies Act provides that, a director of a company shall, immediately
    after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose
    the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of
    a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed because the transaction
    is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally,
    the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the
    material facts of the interest of the director in the transaction are known by the shareholders and the transaction is approved or ratified
    by a resolution of shareholders entitled to vote at a meeting of shareholders or (b) the company received fair value for the transaction.

     

    Pursuant to the Companies Act, the company’s memorandum and articles
    of association, so long as a director has disclosed any interests in a transaction entered into or to be entered into by the company to
    the board he/she may:

     

    vote on a matter relating to the transaction;

    attend a meeting of directors at which a matter relating to
    the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

     

    sign a document on behalf of the company, or do any other
    thing in his capacity as a director, that relates to the transaction.
	 	Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction.


 






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	Shareholders’ Derivative Actions
	 
	Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British Virgin Islands Court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as derivative actions. The British Virgin Islands Court may only grant permission to bring a derivative action where the following circumstances apply:	 	In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
	 	 	 
	the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and	 	Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort.
	 	 	 
	it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.	 	Such action shall not be dismissed or compromised without the approval of the Chancery Court.
	 	 	 
	When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:

         
	 	 


 



	British Virgin Islands	 	Delaware
	
    ●   whether the shareholder
    is acting in good faith;

     

    ●   whether a derivative
    action is in the interests of the company, taking into account the directors’ views on commercial matters;

     

    ●   whether the action
    is likely to succeed;

     

    ●   the costs of the
    proceedings in relation to the relief likely to be obtained; and

     

    ●   whether another
    alternative remedy to the derivative action is available.
	 	If we were a Delaware corporation, a shareholder whose shares were cancelled in connection with our dissolution, would not be able to bring a derivative action against us after the ordinary shares have been cancelled.


 


As noted above, the Companies Act differs from laws
applicable to United States corporations and their shareholders. Set forth below is a summary of some of the significant provisions of
the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.


 


Mergers and Similar Arrangements.  The
Companies Act provides for mergers as that expression is understood under United States corporate law. Under the Companies Act, two or
more companies may either merge into one of such existing companies (the “surviving company”) or consolidate with both existing
companies ceasing to exist and forming a new company (the “consolidated company”). The procedure for a merger or consolidation
between the company and another company (which need not be a BVI company, and which may be the company’s parent or subsidiary, but
need not be) is set out in the Companies Act. The directors of the BVI company or BVI companies which are to merge or consolidate must
approve a written plan of merger or consolidation which., with the exception of a merger between a parent company and its subsidiary,
must also be approved by a resolution of a majority of the shareholders who are entitled to vote and actually vote at a quorate meeting
of shareholders or by written resolution of the shareholders of the BVI company or BVI companies which are to merge. A foreign company
which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the Companies Act
to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The company must then execute articles
of merger or consolidation, containing certain prescribed details. The plan and articles of merger or consolidation are then filed with
the Registrar of Corporate Affairs in the British Virgin Islands. The Registrar then registers the articles of merger or consolidation
and any amendment to the memorandum and articles of the surviving company in a merger or the memorandum and articles of association of
the new consolidated company in a consolidation and issue a certificate of merger or consolidation (which is conclusive evidence of compliance
with all requirements of the Companies Act in respect of the merger or consolidation). The merger is effective on the date that the articles
of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger
or consolidation.


 






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As soon as a merger becomes effective: (a) the surviving
company or consolidated company (so far as is consistent with its memorandum and articles of association, as amended or established by
the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent
companies; (b) in the case of a merger, the memorandum and articles of association of any surviving company are automatically amended
to the extent, if any, that changes to its amended memorandum and articles of association are contained in the articles of merger or,
in the case of a consolidation, the memorandum and articles of association filed with the articles of consolidation are the memorandum
and articles of the consolidated company; (c) assets of every description, including choses-in-action and the business of each of the
constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company
is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling,
order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any
member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil
or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer or agent thereof,
are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled or compromised
by or against the surviving company or consolidated company or against the member, director, officer or agent thereof; as the case may
be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company. The Registrar
shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all
constituent companies in the case of a consolidation.


 


If the directors determine it to be in the best
interests of the company, it is also possible for a merger to be approved as a Court approved plan of arrangement or scheme of arrangement
in accordance with the Companies Act. However, we do not anticipate the use of such statutory provisions because we expect the required
terms of the initial business combination will be capable of being achieved through other means, such as a merger or consolidation (as
described above), a share exchange, asset acquisition or control, through contractual arrangements, of an operating business.


 


Poison Pill Defenses.  Under
the Companies Act there are no provisions, which specifically prevent the issuance of preferred shares or any such other ‘poison
pill’ measures. The memorandum and articles of association of the company also do not contain any express prohibitions on the issuance
of any preferred shares. Therefore, the directors without the approval of the holders of ordinary shares may issue preferred shares that
have characteristics that may be deemed to be anti-takeover. Additionally, such a designation of shares may be used in connection with
plans that are poison pill plans. However, as noted above under the Companies Act, a director in the exercise of his powers and performance
of his duties is required to act honestly and in good faith in what the director believes to be the best interests of the company.


 


Directors:  Our directors
are appointed for the term, if any, fixed by the resolution appointing them, or until their earlier death, resignation or removal. If
no term is fixed on the appointment of a Director, the Director shall serve indefinitely until his earlier death, resignation or removal.
Under our memorandum and articles of association, a director may not be removed from office by a resolution of our shareholders prior
to the consummation of our business combination. There is nothing under the laws of the British Virgin Islands, which specifically prohibits
or restricts the creation of cumulative voting rights for the election of our directors. Our memorandum and articles of association do
not provide for cumulative voting for such elections.


 


There are no share ownership qualifications for
directors.


 


Meetings of our board of directors may be convened
at any time by any of our directors.


 


A meeting of our board of directors will be quorate
if at least a majority of the directors are present or represented by an alternate director. At any meeting of our directors, each director,
whether by his or her presence or by his or her alternate, is entitled to one vote. Questions arising at a meeting of our board of directors
are required to be decided by simple majority votes of the directors present or represented at the meeting. Our board of directors also
may pass resolutions without a meeting by unanimous written consent.


 






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Agents.  Our board
of directors has the power to appoint any person (whether or not a director or other officer of the company) to be an agent of the company.


 


When appointing an agent of the company, our directors
may authorize the agent to appoint one or more substitutes or delegates to exercise some or all of the powers conferred on the agent.
Our directors may remove an agent and may revoke or vary a power conferred on him.


 


Indemnification of Directors.  Our
memorandum and articles of association provide that, subject to certain limitations, the company shall indemnify its directors and officers
against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in
connection with legal, administrative or investigative proceedings. Such indemnity only applies if the person acted honestly and in good
faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to
believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with
a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful
is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved.
The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself,
create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that
the person had reasonable cause to believe that his conduct was unlawful.


 


Directors and Conflicts of Interest. As
noted in the table above, pursuant to the Companies Act and the company’s memorandum and articles of association, a director
of a company who has an interest in a transaction and who has declared such interest to the other directors, may:


 


		a)	vote on a matter relating to the transaction;



 


		b)	attend a meeting of directors at which a matter relating to
the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and



 


		c)	sign a document on behalf of the company, or do any other thing
in his capacity as a director, that relates to the transaction.



 


Shareholders’ Suits.  Our
British Virgin Islands counsel is not aware of any reported class action having been brought in a British Virgin Islands court. The enforcement
of the company’s rights will ordinarily be a matter for its directors.


 


In certain limited circumstances, a shareholder
has the right to seek various remedies against the company in the event the directors are in breach of their duties under the Companies
Act. Pursuant to Section 184B of the Companies Act, if a company or director of a company engages in, or proposes to engage in or has
engaged in, conduct that contravenes the provisions of the Companies Act or the memorandum or articles of association of the company,
the British Virgin Islands Court may, on application of a shareholder or director of the company, make an order directing the company
or director to comply with, or restraining the company or director from engaging in conduct that contravenes the Companies Act or the
memorandum or articles. Furthermore, pursuant to section 184I(1) of the Companies Act a shareholder of a company who considers that
the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been,
or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the British Virgin
Islands Court for an order which, inter alia, can require the company or any other person to pay compensation to the shareholders.


 


The Companies Act provides for a series of remedies
available to shareholders. Where a company incorporated under the Companies Act conducts some activity, which breaches the Act or the
company’s memorandum and articles of association, the court can issue a restraining or compliance order. Under the Companies Act,
a shareholder of a company may bring an action against the company for breach of a duty owed by the company to him as a member. A shareholder
also may, with the permission of the British Virgin Islands Court, bring an action or intervene in a matter in the name of the company,
in certain circumstances. Such actions are known as derivative actions. As noted above, the British Virgin Islands Court may only grant
permission to bring a derivative action where the following circumstances apply:


 






    15


     


    

 


		●	the company does not intend to bring, diligently continue
or defend or discontinue proceedings; and



 


		●	it is in the interests of the company that the conduct of
the proceedings not be left to the directors or to the determination of the shareholders as a whole.



 


		●	When considering whether to grant leave, the British Virgin
Islands Court is also required to have regard to the following matters:



 


		●	whether the shareholder is acting in good faith;



 


		●	whether a derivative action is in the company’s best
interests, taking into account the directors’ views on commercial matters;



 


		●	whether the action is likely to proceed;



 


		●	the costs of the proceedings; and



 


		●	whether an alternative remedy is available.



 


Any member of a company may apply to the British
Virgin Islands Court under the Insolvency Act for the appointment of a liquidator to liquidate the company and the court may appoint a
liquidator for the company if it is of the opinion that it is just and equitable to do so.


 


The Companies Act provides that any shareholder
of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger if the company
is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b)
a consolidation if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50 per
cent in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company
but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money
on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest
within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection
thereof; (d) a compulsory redemption of 10 per cent, or fewer of the issued shares of the company required by the holders of 90 percent,
or more of the shares of the company pursuant to the terms of the Act; and (e) a plan of arrangement, if permitted by the British Virgin
Islands Court.


 


Generally any other claims against a company by
its shareholders must be based on the general laws of contract or tort applicable in the British Virgin Islands or their individual rights
as shareholders as established by the company’s memorandum and articles of association. There are common law rights for the protection
of shareholders that may be invoked, largely derived from English common law. Under the general English company law known as the rule
in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its
shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However,
every shareholder is entitled to seek to have the affairs of the company conducted properly according to law and the constituent documents
of the corporation. As such, if those who control the company have persistently disregarded the requirements of company law or the provisions
of the company’s memorandum and articles of association, then the courts may grant relief. Generally, the areas in which the courts
will intervene are the following:


 


		●	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 only be effected if duly authorized by more than the number of votes which have actually been obtained;



 


		●	the individual rights of the plaintiff shareholder have been
infringed or are about to be infringed; or



 


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



 






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Compulsory Acquisition.  Under
the Companies Act, subject to any limitations in a company’s memorandum or articles, members holding 90% of the votes of the outstanding
shares entitled to vote, and members holding 90% of the votes of the outstanding shares of each class of shares entitled to vote, may
give a written instruction to the company directing the company to redeem the shares held by the remaining members. Upon receipt of such
written instruction, the company shall redeem the shares specified in the written instruction, irrespective of whether or not the shares
are by their terms redeemable. The company shall give written notice to each member whose shares are to be redeemed stating the redemption
price and the manner in which the redemption is to be effected. A member whose shares are to be so redeemed is entitled to dissent from
such redemption, and to be paid the fair value of his shares, as described under “Shareholders’ Suits” above.


 


Share Repurchases and Redemptions.  As
permitted by the Companies Act and our memorandum and articles of association, shares may be repurchased, redeemed or otherwise acquired
by us. Depending on the circumstances of the redemption or repurchase, our directors may need to determine that immediately following
the redemption or repurchase we will be able to satisfy our debts as they fall due and the value of our assets exceeds our liabilities.
Our directors may only exercise this power on our behalf, subject to the Companies Act, our memorandum and articles of association and
to any applicable requirements imposed from time to time by the SEC, the Nasdaq Capital Market or any other stock exchange on which our
securities are listed.


 


Dividends.  Subject
to the Companies Act and our memorandum and articles of association, our directors may declare dividends at a time and amount they think
fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets will exceed
our liabilities and we will be able to pay our debts as they fall due. No dividend shall carry interest against us.


 


Rights of Non-resident or Foreign Shareholders
and Disclosure of Substantial Shareholdings:  There are no limitations imposed by our memorandum and articles
of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there
are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must
be disclosed.


 


Untraceable Shareholders.  Under
our memorandum and articles of association, we are entitled to sell any shares of a shareholder who is untraceable, as long as: (a) all
checks, not being less than three in total number, for any sums payable in cash to the holder of such shares have remained uncashed for
a period of 12 years; (b) we have not during that time or before the expiry of the three-month period referred to in (c) below received
any indication of the existence of the shareholder or person entitled to such shares by death, bankruptcy or operation of law; and (c) upon
expiration of the 12-year period, we have caused an advertisement to be published in newspapers, giving notice of our intention to sell
these shares, and a period of three months or such shorter period has elapsed since the date of such advertisement. The net proceeds of
any such sale shall belong to us, and when we receive these net proceeds we shall become indebted to the former shareholder for an amount
equal to such net proceeds.


 


Transfer of Shares.  Subject
to any applicable restrictions set forth in our memorandum and articles of association, any of our shareholders may transfer all or any
of his or her shares by an instrument of transfer in the usual or common form or in any other form which our directors may approve.


 


Inspection of Books and Records.  Under
the Companies Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available
at the office of the Registrar which will include the company’s certificate of incorporation, its memorandum and articles of association
(with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger
and a register of charges if the company has elected to file such a register.


 


A member of a company is entitled, on giving written
notice to the company, to inspect:


 


		a)	the memorandum and articles;



 


		b)	the register of members;



 


		c)	the register of directors; and



 


		d)	the minutes of meetings and resolutions of members and of those
classes of members of which he is a member; and to make copies of or take extracts from the documents and records referred to in (a)
to (d) above.



 






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Subject to the memorandum and articles of association,
the directors may, if they are satisfied that it would be contrary to the company’s interests to allow a member to inspect any document,
or part of a document, specified in (b), (c) or (d) above, refuse to permit the member to inspect the document or limit the inspection
of the document, including limiting the making of copies or the taking of extracts from the records.


 


Where a company fails or refuses to permit a member
to inspect a document or permits a member to inspect a document subject to limitations, that member may apply to the British Virgin Islands
Court for an order that he should be permitted to inspect the document or to inspect the document without limitation.


 


Dissolution; Winding Up.  As
permitted by the Companies Act and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the
Companies Act by resolution of directors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they
fall due.


 


We also may be wound up in circumstances where we
are insolvent in accordance with the terms of the Insolvency Act.


 


Anti-Money Laundering Laws


 


In order to comply with legislation or regulations
aimed at the prevention of money laundering we are required to adopt and maintain anti-money laundering procedures, and may require subscribers
to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we also may delegate the maintenance
of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.


 


We reserve the right to request such information
as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any
information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned
without interest to the account from which they were originally debited.


 


If any person resident in the British Virgin Islands
knows or suspects that another person is engaged in money laundering or terrorist financing and the information for that knowledge or
suspicion came to their attention in the course of their business the person will be required to report his belief or suspicion to the
Financial Investigation Agency of the British Virgin Islands, pursuant to the Proceeds of Criminal Conduct Act 1997 (as amended). Such
a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment
or otherwise.


 


SECURITIES ELIGIBLE FOR FUTURE SALE


 


Immediately after our initial public offering we
have 6,111,000 ordinary shares, excluding shares underlying rights to be sold in our initial public offering and excluding shares underlying
the private rights and private warrants. Of these ordinary shares, the 4,600,000 ordinary shares sold in our initial public offering will
be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our
affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 1,511,000 ordinary shares, including the 261,000
insider units are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
All of those ordinary shares will not be transferable except in limited circumstances described elsewhere in our registration statement
effective on June 23, 2020.


 






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Rule 144


 


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


 


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


 


		●	1% of the number of ordinary shares then issued and outstanding,
which will equal 61,110 ordinary shares, and;



 


		●	the average weekly trading volume of the ordinary shares
during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


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


 


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


 


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


 


		●	the issuer of the securities that was formerly a shell company
has ceased to be a shell company;



 


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



 


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



 


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



 


As a result, our sponsor will be able to sell its
founder shares and insider units including any of the private rights or private warrants thereunder, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.


 


Registration Rights


 


Pursuant to an agreement entered into on June 26,
2020, our initial shareholders and EarlyBirdCapital, Inc. and their permitted transferees can demand that we register for resale the founder
shares, the private units and underlying securities, the representative shares and any securities issued upon conversion of working capital
loans. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our consummation of our initial business combination. Notwithstanding the foregoing, EarlyBirdCapital, Inc. may not
exercise its demand and “piggyback” registration rights after five (5) and seven (7) years after the effective date of our
registration statement and may not exercise its demand rights on more than one occasion. We will bear the expenses incurred in connection
with the filing of any such registration statements.


 


 


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