Exhibit
4.6


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary of the material terms of certain securities of Codere Online U.S. Corp. (f/k/a DD3 Acquisition Corp. II), a Delaware
corporation (“we,” “us,” “our,” “the company” or “our company”) as of September
30, 2021, is not intended to be a complete summary of the rights and preferences of such securities as of such date and is subject to
and qualified by reference to our amended and restated certificate of incorporation, our bylaws and the warrant agreement, dated October
20, 2020, between the company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), in each case
as in effect on September 30, 2021 and incorporated by reference as exhibits to the company’s Annual Report on Form 10-K for the
fiscal year ended September 30, 2021 (the “Report”) of which this exhibit is a part, and applicable Delaware law, including
the Delaware General Corporation Law (the “DGCL”).


 


As
of the end of the period covered by the Report, we had the following three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, each consisting of one share of Class A common stock and
one-half of one warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) warrants, each whole warrant exercisable for
one share of Class A common stock at an exercise price of $11.50. This exhibit also references the company’s Class B common stock,
par value $0.0001 per share (“Class B common stock” or “founder shares”), which was not registered pursuant to
Section 12 of the Exchange Act but was convertible into Class A common stock. The description of the Class B common stock is included
to assist in the description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor”
are to DD3 Sponsor Group, LLC, a Delaware limited liability company, and references to our “initial stockholders” are to
holders of our founder shares. Terms used but not defined herein shall have the meaning ascribed to such terms in the Report. All information
set forth herein is presented as of the end of the period covered by the Report.


 


General


 


Pursuant
to our amended and restated certificate of incorporation in effect as of September 30, 2021, our authorized capital stock consists of
100,000,000 shares of Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001
per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.


 


As
of September 30, 2021, our units, Class A common stock and warrants were listed on the Nasdaq Capital Market (“Nasdaq”) under
the symbols “DDMXU,” “DDMX” and “DDMXW,” respectively.


 


Units


 


Each
unit consists of one share of Class A common stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one
share of Class A common stock. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade.


 


The
Class A common stock and warrants comprising the units commenced separate trading on January 27, 2021. Holders have the option to continue
to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard
to our directors prior to our initial business combination as described below under the heading “Founder Shares,” holders
of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to
a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws,
or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares
of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each
year. 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 stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be
entitled to vote on the election of directors during such time.


 






     


     


    

 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if
we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination) be required
to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote on
the initial business combination to the extent we seek stockholder approval in connection with our initial business combination.


 


In
accordance with Nasdaq corporate governance requirements, we are required to hold an annual meeting no later than one full year after
our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual
meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written
consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting.
Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they
may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c)
of the DGCL.


 


We
will provide our stockholders with the opportunity to convert 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 earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. Our sponsor, initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their conversion rights with respect to any founder shares, private shares and any public shares held
by them in connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder
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 stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended
and restated certificate of incorporation, 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 certificate of incorporation will
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 stockholder approval of the transaction is
required by law, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in
person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting.


 


However,
the participation of our sponsor, initial stockholders, officers, directors, advisors or their affiliates in privately-negotiated transactions,
if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares
of common stock voted, 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 required,
at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds, and the voting agreements
of our sponsor, initial stockholders, officers and directors, may make it more likely that we will consummate our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct conversions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from converting its shares with respect to more than an aggregate
of 15% of the shares of Class A common stock sold in our initial public offering, which we refer to as the “Excess Shares”.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our stockholders’ inability to convert the Excess Shares will reduce their influence over our
ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they
sell such Excess Shares on the open market. Additionally, such stockholders will not receive conversion distributions with respect to
the Excess Shares if we complete the initial business combination. As a result, such stockholders 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.


 






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If
we seek stockholder approval in connection with our initial business combination, pursuant to the letter agreement our sponsor, initial
stockholders, officers and directors have agreed to vote their founder shares, private shares and any public shares held by them in favor
of our initial business combination. Additionally, each public stockholder may elect to convert its public shares irrespective of whether
they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we do not complete our initial business combination by December 10, 2022,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. Our sponsor, initial stockholders, officers and directors have
agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private shares
held by them if we fail to complete our initial business combination by December 10, 2022. However, if our sponsor, initial stockholders,
officers or directors acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to
such public shares if we fail to complete our initial business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders 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 stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity
to convert their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units sold in our initial public offering, and holders
of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain
transfer restrictions, as described in more detail below, (ii) our sponsor, initial stockholders, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed (A) to waive their conversion rights with respect to any founder
shares, private shares and any public shares held by them in connection with the completion of our initial business combination, (B)
to waive their conversion rights with respect to their founder shares, private shares and public shares in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of our obligations
with respect to conversion rights as described in the final prospectus for our initial public offering filed with the SEC on December
10, 2020 or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity
and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private shares
held by them if we fail to complete our initial business combination by December 10, 2022, 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, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares
of our Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder,
on a one-for-one basis, subject to adjustment as described herein and in our amended and restated certificate of incorporation, and (iv)
are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor,
initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote their founder shares, private shares
and any public shares held by them in favor of our initial business combination. Permitted transferees of the founder shares and private
shares held by our sponsor, initial stockholders, officers and directors would be subject to the same restrictions.


 






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The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of the initial
business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any
such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock
outstanding upon completion of our initial public offering (not including the shares of Class A common stock underlying the private units)
plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business
combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination
and any additional units issued to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital
loans made to us). We cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any
future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited
to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation with
Class A stockholders on structuring an initial business combination; or (iii) negotiation with parties providing financing which would
trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the
percentage ownership of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common
stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock.
Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common
stock, 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 shares of Class A common stock issues 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 rate adjustment if such shares are issuable upon the conversion or exercise
of convertible securities, warrants or similar securities.


 


On
December 10, 2020, all of the issued and outstanding founder shares were placed in escrow with Continental Stock Transfer & Trust
Company, as escrow agent, until the earlier of one year after the date of the consummation of our initial business combination and the
date on which the closing price of our Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation
of our initial business combination, or earlier if, subsequent to our initial business combination, we consummate a liquidation, merger,
stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common
stock for cash, securities or other property.


 


During
the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments
or sales (i) among our initial stockholders or to our or our initial stockholders’ members, officers, directors, consultants or
their affiliates, (ii) to a holder’s stockholders or members upon its liquidation, in each case if the holder is an entity, (iii)
by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member
of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation
of our initial business combination, (vii) in connection with the consummation of a business combination at prices no greater than the
price at which the shares were originally purchased, (viii) in the event of our liquidation prior to our consummation of an initial business
combination or (ix) in the event that, subsequent to the consummation of an initial business combination, we complete a liquidation,
merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their
common stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with our prior consent)
where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all
other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive
cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow.
If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the founder
shares.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders
of our public shares will not be entitled to vote on the election of directors during such time. These provisions of our amended and
restated certificate of incorporation may only be amended by a resolution passed by a majority of our Class B common stock. With respect
to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination,
except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with
each share entitling the holder to one vote.


 






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Forward
Purchase Shares


 


Our
forward purchase investors have entered into contingent forward purchase agreements with us that provide for the purchase of an aggregate
of up to 5,000,000 forward purchase shares, at a price of $10.00 per forward purchase share, in a private placement to close immediately
prior to the closing of our initial business combination. Each forward purchase investor will have the right to be excused from its purchase
obligation in connection with any specific business combination if, within five days following written notice delivered by us of our
intention to enter into a specific business combination, the forward purchase investor notifies us that it has decided not to proceed
with the purchase for any reason. If either forward purchase investor exercises such right, or otherwise fails to purchase the forward
purchase shares allocated to it, such forward purchase investor will forfeit a pro rata portion of its interest in our sponsor or its
right to purchase founder shares from our sponsor, as applicable. Any funds from the sale of the forward purchase shares may be used
as part of the consideration to the sellers in the initial business combination, for expenses in connection with the initial business
combination or for the combined company’s working capital needs. This obligation is independent of the percentage of stockholders electing
to redeem their public shares and could provide us with a minimum funding level for the initial business combination. The contingent
forward purchase agreements also provide a right of first refusal for our forward purchase investors to participate in any sale of equity
securities by us in connection with our initial business combination so long as such forward purchase investor elects to purchase its
forward purchase shares.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes the issuance of shares of preferred stock with such designation, rights
and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect
the voting power or other rights of the holders of common stock. However, the underwriting agreement that we entered into in connection
with our initial public offering prohibits us, prior to a business combination, from issuing preferred stock which participates in any
manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue
some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of
discouraging, delaying or preventing a change in control of us.


 


Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination
or December 10, 2021. However, no warrants will be exercisable for cash unless we have an effective and current registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of
Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable
upon exercise of the public warrants is not effective by the 60th business day 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 of 1933, as amended (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. In the event
of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock 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 will mean the average reported last sale price of
the shares of Class A common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will
expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon
redemption or liquidation.


 


The
private warrants, as well as any warrants underlying additional units we issue to our sponsor, officers, directors, initial stockholders
or their affiliates in payment of working capital loans made to us, will be identical to the public warrants underlying the units issued
in our initial public offering except that such warrants will be exercisable for cash 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 our sponsor or its permitted transferees.


 






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We
may call the warrants for redemption (excluding the private warrants and any warrants underlying additional units issued to our sponsor,
initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us), 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 shares of Class A common stock equals or
                                            exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations
                                            and recapitalizations), for any 20 trading days within a 30 trading day period commencing
                                            at any time 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 shares
                                            of Class A common stock underlying such warrants.



 


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 share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


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 shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A common stock 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 shares of Class A common stock for the 5 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.


 


The
warrants were issued in registered form under the Warrant Agreement, which provides that the terms of the warrants may be amended without
the consent of any holder (i) to cure any ambiguity or correct any mistake, including to conform the provisions of the Warrant Agreement
to the description of the terms of the warrants and the Warrant Agreement set forth in the final prospectus for our initial public offering,
or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions with respect to matters or questions
arising under the Warrant Agreement as the parties to the Warrant Agreement may deem necessary or desirable and that the parties deem
to not adversely affect the interests of the registered holders of the warrants, but requires the approval, by written consent or vote,
of the holders of at least 50% of the then outstanding public warrants in order to make any change that adversely affects the interests
of the registered holders.


 


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


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class
A common stock (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, initial stockholders or their affiliates, without taking into account any founder shares held by
them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our
Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial
business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the
$18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of
(i) the Market Value or (ii) the Newly Issued Price.


 






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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, 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 shares of Class A common stock and any voting rights until they exercise their
warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock 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 stockholders.


 


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 shares of Class A common stock outstanding.


 


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 up to the nearest whole number the number of shares of Class A common
stock to be issued to the warrant holder.


 


Dividends


 


We
have not paid any cash dividends on our common stock 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 the board of directors at such time. It is the intention of our
board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not
anticipate declaring any dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith. In addition, our board of directors is not contemplating
and does not anticipate declaring any stock dividends in the foreseeable future.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street,
New York, New York 10004.


 


Listing
of our Securities


 


As
of September 30, 2021, our units, Class A common stock and warrants were listed on Nasdaq under the symbols “DDMXU,” “DDMX”
and “DDMXW,” respectively.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


We
have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year
period following the time that the stockholder became an interested stockholder, unless:


 


		●	prior
                                            to such time, our board of directors approved either the business combination or the transaction
                                            which resulted in the stockholder becoming an interested stockholder;



 


		●	upon
                                            consummation of the transaction that resulted in the stockholder becoming an interested stockholder,
                                            the interested stockholder owned at least 85% of our voting stock outstanding at the time
                                            the transaction commenced, excluding certain shares; or



 


		●	at
                                            or subsequent to that time, the business combination is approved by our board of directors
                                            and by the affirmative vote of holders of at least 66 2/3% of the outstanding voting stock
                                            that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit
to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with
that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.


 






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Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to
effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in
acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided
if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested
stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult
to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its affiliates, any of its direct or indirect transferees
of at least 15% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested
stockholders” for purposes of this provision.


 


Staggered
board of directors


 


Our
amended and restated certificate of incorporation provides that our board of directors is classified into three classes of directors
of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging
in a proxy contest at two or more annual meetings.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief
Executive Officer or by our Chairman.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less
than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s
notice shall be timely if delivered to our principal executive offices not later than the 10th day following the day on which public
announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify certain requirements
as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before
our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


Subsequent
to the consummation of our initial public offering, any action required or permitted to be taken by our common stockholders must be effected
by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other
than with respect to our Class B common stock.


 


Class
B common stock consent right


 


For
so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders
of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any
provision of our amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment,
alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of
the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken
without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall
be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.


 


Authorized
but unissued shares


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder 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 common stock and preferred stock could render more difficult or discourage
an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 






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Exclusive
forum selection


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines
that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) any action arising under the Securities Act. If an action is brought outside of Delaware, the stockholder bringing the suit will
be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us
by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent
permitted by applicable law but will not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities
Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision will
not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities Act or any other claim for which
the federal courts have exclusive jurisdiction.


 


Limitation
on Liability and Indemnification of Directors and Officers


 


Our
amended and restated certificate of incorporation provides that our directors and officers will be indemnified by us to the fullest extent
authorized by Delaware law as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation
provides that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors,
unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit
from their actions as directors.


 


We
have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any
officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification.
We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against
the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the
directors and officers.


 


These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
directors and officers.


 


Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.


 






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