EXHIBIT
4.2


 


DESCRIPTION
OF THE COMPANY’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE
ACT OF 1934, AS AMENDED 


 


The
following description of the securities of Good Works II Acquisition Corp. (the “company,” “we” or “us”)
is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s amended
and restated certificate of incorporation, bylaws and the Company’s warrant agreement with Continental Stock Transfer & Trust
company, as warrant agent (the “warrant agreement”), each of which is incorporated by reference as an exhibit to the Annual
Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read such documents for additional information.


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock,
$0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


Public Units


 


Each
unit has an offering price of $10.00 and consists of one share of common stock and one-half of one redeemable warrant. Each
whole warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment
as described in the prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of the shares of common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if
a warrant holder holds one-half of one warrant to purchase a share of common stock, such warrant will not be exercisable. The
common stock and warrants comprising the units began separate trading on August 23, 2021.


 


Private Placement
Units


 


The
private placement units (including the shares underlying the private placement units, the private placement warrants underlying the private
placement units and the shares of common stock issuable upon exercise of such warrants) are identical to the units sold in our initial
public offering except that (a) they are not transferable, assignable or saleable until 30 days after the completion of our
initial business combination (except, among other limited exceptions to our officers and directors and other persons or entities affiliated
with the initial purchasers of the units), (b) so long as they are held by the original holders or their permitted transferees the
private placement warrants, (i) will not be redeemable by us and (ii) may be exercised by the holders on a cashless basis, (c) they
are entitled to registration rights, as described below, and (d) the private placement units, private placement warrants and shares
of common stock underlying private placement units held by our sponsor, which is an affiliate of I-Bankers, the representative
of the underwriters in our initial public offering, is subject to a lock-up imposed by FINRA Rule 5110(e).


 


In
order to finance transaction costs in connection with an intended initial business combination, our initial stockholders or an affiliate
of our initial stockholders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
Up to $1,500,000 of such working capital loans may be convertible, at the option of the lender, into private placement-equivalent units
at a price of $10.00 per unit. The units would be identical to the private placement units, including as to exercise price, exercisability
and exercise period of the underlying warrants unless held by our sponsor, an affiliate of I-Bankers, the representative of
the underwriters, and subject to certain limitations imposed by FINRA Rule 5110. The terms of such working capital loans by our initial
stockholders or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans.


 


In
addition, holders of our private placement units are entitled to certain registration rights. Our sponsor, which is an affiliate of I-Bankers may
not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the commencement
of sales in our initial public offering and may not exercise its demand rights on more than one occasion. Further the warrants underlying
the private placement units acquired by our sponsor, may not be exercised more than five years from the commencement of sales of our initial
public offering.


 






     


     


    

 


Common Stock


 


29,400,000
shares of common stock are outstanding, consisting of:


 


		●	23,000,000
shares of our common stock underlying the units in our initial public offering;


 


		●	5,750,000
shares of common stock held by our initial stockholders;


 


		●	350,000
shares underlying the private placement units issued to the anchor investors; and


 


		●	300,000
shares issued to the representative, which is affiliated with our sponsor.


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 common stock that are voted is required to approve any such matter voted on
by our stockholders. 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 (prior to consummation of our initial business
combination). Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds
legally available therefor.


 


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


 


In
accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
full 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 redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net
of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is anticipated to be approximately $10.00 per public share. The per share amount we will distribute to stockholders
who properly exercise their redemption rights will not be reduced by the fee payable to I-Bankers pursuant to the business combination
marketing agreement. Our sponsor, officers, directors, and director nominees have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the
completion of our initial business combination. The anchor investors have agreed to waive their redemption rights with respect to their
founder shares only, and will be entitled to liquidating distributions from the trust account with respect to any public shares they hold
if we fail to consummate our initial business combination within 15 months after the closing of our initial public offering. 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
legal 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 requires these tender offer documents to contain substantially the same financial and other
information about our 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 legal
reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek 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 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 initial stockholders, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in our
initial public offering), if any, could result in the approval of our business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority
of our outstanding shares of common stock, non-votes will have no effect on the approval of our 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 business combination. These quorum and voting thresholds,
and the voting agreements of our sponsor, officers, directors, and director nominees may make it more likely that we will consummate our
initial business combination.


 






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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated 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 redeeming its shares with respect to an aggregate of 10%
or more of the shares of 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 redeem 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 redemption distributions with respect to the Excess Shares if we
complete the business combination. And, as a result, such stockholders will continue to hold that number of shares equal to or exceeding
10% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, our sponsor, officers, directors, and director nominees
have agreed to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial
business combination. In addition, in the event that our board of directors amends our bylaws to reduce the number of shares required
to be present at a meeting of our stockholders, we would need even fewer public shares to be voted in favor of our initial business combination
to have such transaction approved. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether
they vote for or against the proposed transaction (subject to the limitations described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 15 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, 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 (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) 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 liquidation 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 initial stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their
founder shares if we fail to complete our initial business combination within 15 months from the closing of our initial public offering.
However, if our initial stockholders acquire public shares after our initial public offering, 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 a 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 stockholders with the opportunity to redeem
their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the limitations described
herein.


 






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Founder Shares


 


The
founder shares are identical to the shares of 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)(A) our sponsor, officers, directors, and director nominees have entered into a letter
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public
shares in connection with the completion of our initial business combination and the anchor investors also waived their redemption rights
with respect to their founder shares in separate agreements and (B) our sponsor, anchor investors, officers, directors, and director
nominees have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if
we fail to complete our initial business combination within 15 months from the closing of our initial public offering (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
business combination within such time period); and (iii) the founder shares are subject to registration rights. If we submit our
initial business combination to our public stockholders for a vote, our sponsor, officers, directors, and director nominees have agreed
to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business
combination.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or saleable (except to our officers and directors and
other persons or entities affiliated with our initial stockholders, each of whom are subject to the same transfer restrictions) until
the earlier of one year after the completion of our initial business combination or earlier if, (x) subsequent to our initial business
combination, the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination, or (y) the date following the completion of our initial business combination
on which we complete a liquidation, merger, stock exchange or other similar transaction that results in all of our public stockholders
having the right to exchange their shares of common stock for cash, securities or other property.


 


Preferred Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change
of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not
currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days after
the completion of our initial business combination, and only whole warrants are exercisable. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We
will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the
warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No warrant will be exercisable for cash, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws
of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering
the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation
of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another
exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination,
we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to
have declared effective, a registration statement relating to the shares of common stock issuable upon exercise of the warrants and to
maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants
in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our common stock is at the time of any exercise
of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to
do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we
will not be required to file or maintain in effect a registration statement, but will use our best efforts to qualify the shares under
applicable blue sky laws to the extent an exemption is not available.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


		●	in
whole and not in part;


 


		●	at
a price of $0.01 per warrant;


 


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


 


		●	if,
and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
the third trading day prior to the date we send to the notice of redemption to the warrant holders.


 


We
may not redeem the warrants when a holder may not exercise such warrants.


 


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


 






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If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
his, her or its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are
outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of 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” shall mean the average reported
last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of common stock to be received upon exercise of the warrants, including the “fair market
value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen
the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the
exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not take
advantage of this option, our initial stockholders and its permitted transferees would still be entitled to exercise their private placement
warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to
use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person and any of its affiliates or any
other person subject to aggregation with such person for purposes of the “beneficial ownership” test under Section 13
of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or
may be deemed to be a part, would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that
for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would result
in a higher ownership percentage, such higher percentage would be) in excess of 9.8% (or such other amount as a holder may specify) of
the shares of common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of
shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock at a price less
than the fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product of (i) the
number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for common stock) multiplied by (ii) one (1) minus the quotient of (x) the
price per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if
the rights offering is for securities convertible into or exercisable for common stock, in determining the price payable for common stock,
there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
conversion and (ii) fair market value means the volume weighted average price of common stock as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the shares of common stock trade on the applicable exchange or in
the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of common stock on account of such shares of common stock (or other shares of our capital stock into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the
redemption rights of the holders of common stock in connection with a proposed initial business combination, (d) as a result of the
repurchase of shares of common stock by the company if the proposed initial business combination is presented to the stockholders of the
company for approval, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of common stock in respect of such event.


 


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


 






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


 


In
case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely
affects the par value of such shares of common stock ), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of common stock ), or in the case of any sale or conveyance to another corporation or entity of the assets or
other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants
will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and
in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would
have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the
kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average
of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if
a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer
made by the company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the repurchase of shares of common stock by the company if a proposed initial
business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under
the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning
of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of common stock , the holder of a warrant
will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such
offer and all of the common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
the warrant agreement.


 


The
warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which
our initial public offering prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make
any change that adversely affects the interests of the registered holders of public warrants.


 


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


 


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


 






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Private Placement
Warrants


 


The
private placement warrants underlying the private placement units (including the common stock issuable upon exercise of the private placement
warrants) will (with limited exceptions) not be transferable, assignable or saleable until 30 days after the completion of our initial
business combination and they will not be redeemable by us so long as they are held by the original holders or their permitted transferees.
Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of
the units in our initial public offering. If the private placement warrants are held by holders other than the original holders or their
permitted transferees, the private placement 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. The private placement warrants (including the common stock issuable
upon exercise of the private placement warrants) held by our sponsor, an affiliate of I-Bankers, the representative of the underwriters,
such securities will be subject to the lock-up requirement under FINRA Rule 5110(e) and the limitation on exercise pursuant
to FINRA Rule 5110(g)(8)(A).


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of 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” shall mean
the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on
which the notice of warrant exercise is sent to the warrant agent.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a 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 a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not
currently contemplating and does not anticipate declaring any stock 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.


 


Our Transfer Agent
and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and
each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel
fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence,
willful misconduct or bad faith of the indemnified person or entity.


 






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Our Amended and Restated
Certificate of Incorporation


 


Provisions Relating
to Our initial Public Offering


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public offering
that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval
of the holders of at least 65% of our common stock. Our initial stockholders, who will collectively beneficially own 20.0% of our common
stock upon the closing of our initial public offering (excluding the common stock underlying the private placement units and the representative
shares), will participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote
in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if
we are unable to complete our initial business combination within 15 months from the closing of our initial public offering, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, subject to lawfully available funds therefor, redeem 100% of 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 (which interest shall be net
of taxes payable and less up to $100,000 of interest to pay dissolution expenses) 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
liquidation 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;


 


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


 


		●	so
long as we obtain and maintain a listing for our securities on Nasdaq, our initial business combination must be with one or more target
businesses that together have an aggregate fair market value equal to at least 80% of the value of the assets held in the trust account
(excluding taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection
with our initial business combination;


 


		●	if
our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the
closing of our initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination
activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon
such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares; and


 


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


 


In
addition, our amended and restated certificate of incorporation provides 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 both immediately before and after the consummation of
our initial business combination.


 


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


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our initial public offering.
This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”
with:


 


		●	a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


		●	an
affiliate of an interested stockholder; or


 


		●	an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 






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A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203
do not apply if:


 


		●	our
board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the
transaction;


 


		●	after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


 


		●	on
or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting
of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
not owned by the interested stockholder.


 


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.


 


Exclusive Forum
for Certain Lawsuits


 


Our
amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,
officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or bylaws,
or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may
be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of 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, as to which the Court of Chancery
and the federal district court for the District of Delaware shall have concurrent jurisdiction. 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.


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange 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.


 


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 received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our
annual proxy statement must comply with the notice periods contained therein. 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


 


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 common stock.


 


 

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