Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


The following description of our Class A ordinary
shares and Class B ordinary shares is a summary and does not purport to be complete. It is subject to and qualified in its entirety by
reference to our amended and restated memorandum and articles of association, which are incorporated by reference as an exhibit to the
Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read our amended and restated memorandum and
articles of association and the applicable provisions of Companies Law (2020 Revision) of the Cayman Islands.


 


Terms not otherwise defined herein shall have the
meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


General


 


We are a Cayman Islands exempted company (company
number 365150) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Law and
the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which was adopted upon
the consummation of our initial public offering, or the offering, we are authorized to issue 550,000,000 ordinary shares, $0.0001 par
value each, including 500,000,000 Class A ordinary shares and 50,000,000 Class B ordinary shares, as well as 5,000,000 preferred shares,
$0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and
restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important
to you.


 


Ordinary Shares


 


As of December 31, 2021, 14,805,000 of our ordinary
shares were outstanding including:


 


	 	●	11,500,000 Class A ordinary shares sold in the offering; 
	 	●	430,000 Class A ordinary shares issued in a private placement; and
	 	●	2,875,000 Class B ordinary shares held by our initial shareholders.


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies
Law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve
any such matter voted on by our shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, being
the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving
a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect
to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors
can elect all of the directors. However, only holders of Class B ordinary shares have the right to appoint directors in any election held
prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares do
not have the right to appoint any directors until after the completion of our initial business combination. In addition, in a vote to
continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of
all ordinary shares), holders of our Class B ordinary shares will have ten votes for every Class B ordinary share and holders of our Class
A ordinary shares will have one vote for every Class A ordinary share. The provisions of our amended and restated memorandum and articles
of association governing the appointment or removal of directors prior to our initial business combination and our continuation in a jurisdiction
outside the Cayman Islands prior to our initial business combination may only be amended by a special resolution passed by not less than
two-thirds of our ordinary shares who attend and vote at our general meeting which shall include the affirmative vote of a simple majority
of our Class B ordinary shares. Our shareholders 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 memorandum and
articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we
are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval
in connection with our initial business combination.


 


There is no requirement under the Companies Law
for us to hold annual or general meetings or appoint directors. We may not hold an annual general meeting to appoint new directors prior
to the consummation of our initial business combination.


 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is anticipated to be $10.00 per public share as of December 31, 2021. The per share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay
to the underwriters. Our sponsor, Helix Holdings, LLC (“Sponsor”), officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in
connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder
votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is
not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended
and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of
association require these tender offer documents to contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction
is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If we seek shareholder approval, we will complete our initial business combination only if it is approved by an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of the holders of the shares present in person or by proxy at
a general meeting of the Company. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated
transactions, if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote,
or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated
memorandum and articles of association require that at least five days’ notice be given of any general meeting.


 






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If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares
exceeding 20% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.


 


If we seek shareholder approval in connection with
our initial business combination, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares,
and any public shares purchased during or after the offering (including in open market and privately-negotiated transactions) in favor
of our initial business combination. As of the December 31, 2021, our initial shareholders own approximately 22.3% of our total outstanding
ordinary shares. Accordingly, only 4,097,501 public shares, or approximately 35.6% of the 11,500,000 Class A Ordinary Shares
sold in Helix’s initial public offering, need to be voted in favor of the initial business combination in order for it to be approved
assuming all outstanding ordinary shares are voted on such proposal. If only a minimum quorum, consisting of a bare majority of outstanding
Helix ordinary shares, is present at the meeting in which shareholder approval is sought, Helix would need only 396,251 public shares,
or approximately 3.4% of the Class A Ordinary Shares sold in Helix’s IPO, to be voted in favor of the business combination
in order for it to be approved.


 


Each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the
record date for the general meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination by October 22, 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,
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 (less taxes payable and 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 shareholders’ rights
as shareholders (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 shareholders and our board of directors, liquidate
and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they 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 by October 22, 2022. However, if our sponsor or management
team acquire public shares in or after the 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 shareholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary
shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary
shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share
price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our
initial business combination, subject to the limitations and on the conditions described herein.


 






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Founder Shares and Private Placement Shares


 


The founder shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares sold in the offering, and holders of founder shares
and private placement shares have the same shareholder rights as public shareholders, except that (i) the founder shares and private placement
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration
rights; (iii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least
two thirds of the votes of all ordinary shares), holders of our founder shares will have ten votes for every founder share and holders
of our Class A ordinary shares will have one vote for every Class A ordinary share, (iv) our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to (A) waive their redemption rights with respect to their founder
shares, private placement shares and public shares in connection with the completion of our initial business combination, (B) waive their
redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (x) to modify the substance or timing of our obligation to allow redemption
in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business
combination by October 22, 2022 or (y) with respect to any other material provisions relating to shareholders’ rights or pre-initial
business combination activity, (C) waive their rights to liquidating distributions from the trust account with respect to their founder
shares and private placement shares if we fail to complete our initial business combination by October 22, 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 and (D) vote any founder shares held by them and any public shares purchased during or after
the offering (including in open market and privately-negotiated transactions) in favor of our initial business combination, (v) the founder
shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial
business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated memorandum and
articles of association, and (vi) only holders of Class B ordinary shares will have the right to appoint directors in any election held
prior to or in connection with the completion of our initial business combination.


 


The founder shares will automatically convert into
Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or
deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all
founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding (excluding the private placement
shares) after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the
total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,
or to be issued, to any seller in the initial business combination and any private placement shares issued to our sponsor, officers or
directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one
basis.


 


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, 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, and (B)
the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property. The private placement shares are not be transferable, assignable or salable 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 our sponsor).


 






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Register of Members


 


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


 


		●	the
names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered
as paid, on the shares of each member and the voting rights of the shares of each member;



 



		●	whether
voting rights are attached to the share in issue;


 


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


 


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


 


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


 


Preferred Shares


 


Our amended and restated memorandum and articles
of association authorize 5,000,000 preferred shares and provide that preferred shares may be issued from time to time in one or more series.
Our board of directors will be 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 shareholder approval, issue preferred shares with voting and other rights that could adversely
affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our
board of directors to issue preferred shares without shareholder 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 shares outstanding at the date hereof. Although we
do not currently intend to issue any preferred shares, we cannot assure you that we will not do so in the future. No preferred shares
were issued or registered in the offering.


 


Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of 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. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 






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Our Transfer Agent 


 


The transfer agent for our ordinary shares is Continental
Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer
agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of
acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct
of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any
right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest
or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification
provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust
account and not against the any monies in the trust account or interest earned thereon.


 


Certain Differences in Corporate Law


 


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


 


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


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of 66
2⁄3% in value of the voting shares voted at a general meeting) of the shareholders of each company; or (b)
such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary
company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must
be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements
of the Companies Law (which includes certain other formalities) have been complied with, the Registrar of Companies will register the
plan of merger or consolidation.


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


The requirements for an exempted company are similar
for an ordinary company, except for the exemptions below:


 


		●	an
exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;


 


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


 


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


 


		●	an
exempted company may issue shares with no par value;


 


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


 


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


 


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


 


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


 


Amended and Restated Memorandum and Articles of Association


 


The Business Combination Article of our amended
and restated memorandum and articles of association contains provisions designed to provide certain rights and protections relating to
the offering that apply to us until the completion of our initial business combination. These provisions cannot be amended without a special
resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either
(i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii)
if so authorized by a company’s articles of association, by a unanimous written resolution of all of the Company’s shareholders.
Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds
of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of
our shareholders.


 






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Our initial shareholders, who collectively beneficially
own approximately 22.3% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles
of association and have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum and articles
of association provide, among other things, that:


 


		●	If
we are unable to complete our initial business combination by October 22, 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, 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 (less taxes payable and 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 shareholders’ rights as shareholders (including
the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law;


 


		●	Prior
to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds
from the trust account or (ii) vote on our initial business combination;


 


		●	Although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our
officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors,
will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that such
a business combination is fair to our company from a financial point of view;


 


		●	If
a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business
or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and
will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A
of the Exchange Act;


 


		●	If
our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination by October 22, 2022 or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity
to redeem all or a portion of their Class A ordinary shares 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 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 and on the conditions described
herein; 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 memorandum
and articles of association provide we will not redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of the offering, in order to, among other reasons, satisfy such net tangible assets requirement.


 


The Companies Law permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum
and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering,
structure and business plan which are contained in our amended and restated memorandum and articles of association, we view all of these
provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or
waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.


 






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Anti-Money Laundering—Cayman Islands


 


If any person in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2020
Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank
of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if
the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach
of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Cayman Islands Data Protection


 


We have certain duties under the Data Protection
Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders on notice
that through your investment in the Company you will provide us with certain personal information which constitutes personal data within
the meaning of the DPL (“personal data”).


 


In the following discussion, the “Company”
refers to us and our affiliates and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain and secure
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities
of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data
in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage
to the personal data.


 


In our use of this personal data, we will be characterized
as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process
personal information for their own lawful purposes in connection with services provided to us.


 


We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.


 






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Who this Affects


 


If you are a natural person, this will affect you
directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will
be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them
of its content.


 


How the Company May Use Your Personal Data


 


The company, as the data controller, may collect,
store and use personal data for lawful purposes, including, in particular:


 


		(i)	where
this is necessary for the performance of our rights and obligations under any purchase agreements;


 


		(ii)	where
this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering
and FATCA/CRS requirements); and/or


 


		(iii)	where
this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights
or freedoms.


 


Should we wish to use personal data for other specific
purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances, we may be legally obliged
to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman
Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including
tax authorities.


 


We anticipates disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the
Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or our duly
authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.


 


We and our duly authorized affiliates and/or delegates
shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful
processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data breach
that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant
personal data relates.


 


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


 


Our amended and restated memorandum and articles
of association provide that our board of directors will be classified into three classes of directors. 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 general meetings.


 


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


 






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Securities Eligible for Future Sale


 


Immediately after the offering we had 14,805,000
ordinary shares outstanding. Of these shares, the 11,500,000 Class A ordinary shares sold in the offering are freely tradable without
restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the 2,875,000 outstanding founder shares and all of the 430,000 outstanding
private placement shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public
offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares for at least six months would be entitled to sell their securities provided that (i) such person is not deemed
to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to
the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section
13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


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


 


		●	1%
of the total number of ordinary shares then outstanding, which equals 148,050 shares immediately after the offering; or



 


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


 


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


 


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


 


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


 


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


 


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



 



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


 


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


 


As a result, our initial shareholders will be able
to sell their founder shares and private placement shares, as applicable, pursuant to Rule 144 without registration one year after we
have completed our initial business combination.


 


Registration Rights


 


Our initial shareholders have
registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement.
The initial shareholders are entitled to make up to three demands, excluding short form demands, that we register such securities. In
addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing of Securities


 


Our Class A ordinary shares are listed on Nasdaq
under the symbol “HLXA”.








 


 


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