Exhibit 4.1


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934


 


As of December 31, 2021, Climate Real Impact Solutions
II Acquisition Corporation (the “Company,” “we,” “our,” “us” or “CRIS II”)
had the following three classes of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) our Class A common stock, $0.0001 par value per share (“Class A common stock”), (ii) our redeemable warrants,
exercisable for one share of Class A common stock for $11.50 per share (“warrants”), and (iii) our units, each consisting
of one share of Class A common stock and one-fifth of one warrant to purchase one share of Class A common stock.


 


The following summary includes a brief description
of such securities as well as a description of our Class B common stock, par value $0.0001 per share (“Class B common stock,”
and together with Class A common stock, the “common stock”), which is not registered pursuant to Section 12 of the Exchange
Act but is convertible into shares of Class A common stock. The description of Class B common stock is necessary to understand the material
terms of Class A common stock. References to our sponsor refer to Climate Real Impact Solutions II Sponsor, LLC, a Delaware limited liability
company (“Sponsor”). The following description also summarizes certain provisions of the General Corporation Law of the State
of Delaware (the “DGCL”) and is subject to and qualified in its entirely by reference to the DGCL.


 


General


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common
stock and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


Units


 


Each unit consists of one share of Class A common
stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common
stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the warrant agreement, dated March 19, 2021,
between CRIS II and Continental Stock Transfer & Trust Company (the “warrant agreement”), a warrant holder may exercise
its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Class A common stock and warrants comprising the
units began separate trading on January 29, 2021 and holders thereof have the option to continue to hold units or separate their units
into the component securities by instructing their brokers to contact our transfer agent in order to separate the units into shares of
Class A common stock and warrants.


 


Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 






     


     


    

 


Common Stock


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Other than with regard to our directors prior to our initial business
combination as described below under the heading, “Founder Shares,” holders of shares of Class A common stock and holders
of the shares of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, including
any vote in connection with our initial business combination, except as required by law. Unless specified in our amended and restated
certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative
vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Each
of our directors will serve for a term of two years. There is no cumulative voting with respect to the election of directors, with the
result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Prior to our initial business combination, only holders of our of Class B common stock (“founder shares”) will have the right
to vote on the election of directors. The holders (“public stockholders”) of shares of Class A common stock (“public
shares”) included in the units sold by CRIS II in its initial public offering (the “IPO”) will not be entitled to vote
on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority
of our founder shares may remove a member of the board of directors for any reason.


 


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


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their shares of Class A common stock upon (i) the completion of our initial business combination
or (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (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 within 24 months from the closing of the IPO or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity. Such redemptions, if any, will be made at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the
“Trust Account”) as of two business days prior to the event triggering the right to redeem, including interest earned on the
funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then
outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights
will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be
no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders have
entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and any public shares held by them in connection with the completion of our initial business combination, or a stockholder vote
to approve an amendment to our amended and restated certificate of incorporation, as described above. Unlike many blank check companies
that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if
a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant
to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file
tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is
required by law, or we decide to obtain stockholder approval for business or other reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of CRIS II representing a majority of the voting power of all outstanding shares of
capital stock of CRIS II entitled to vote at such meeting.


 






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However, the participation of the Sponsor, our
officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our initial
business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained.


 


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 more than an aggregate of 15% of the shares of common stock sold in
the IPO (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 initial business combination. And, as a result, such stockholders will
continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open
market transactions, potentially at a loss.


 


If we seek stockholder approval in connection with
our initial business combination, pursuant to the letter agreement, our initial stockholders, officers and directors have agreed to vote
their founder shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions)
in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need
only 9,056,250 or 37.5% (assuming all outstanding shares are voted) of the 24,150,000 public shares sold in the IPO to be voted in favor
of an initial business combination in order to have our initial business combination 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 limitation
described in the preceding paragraph).


 


Pursuant to our amended and restated certificate
of incorporation, of we do not complete our initial business combination within 24 months from the closing of our IPO or such later date
as our stockholders may approve in accordance with our amended and restated certificate of incorporation (the “Extension Period”),
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously
released to us to pay our franchise and income taxes (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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our
initial stockholders, 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 any founder shares held by them if we fail to complete
our initial business combination within 24 months from the closing of the IPO or during any Extension Period.


 






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However, if our initial stockholders, officers
or directors acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public
shares if we fail to complete our initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or winding
up of CRIS II after an initial business combination, our stockholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over
the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to
the common stock, except that we will provide our 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, upon the completion of our initial business combination,
subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as Class B common
stock and, except as described below, are identical to shares of Class A common stock included in the units sold in the IPO, and holders
of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (ii) our officers, directors and initial stockholders have entered into a letter agreement
with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares
held by them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect
to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation (x) to modify the substance or timing of our 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 within 24 months from the closing of the
IPO or during any Extension Period or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares
held by them if we fail to complete our initial business combination within 24 months from the closing of the IPO or during any Extension
Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold
if we fail to complete our initial business combination within such time period, (iii) the founder shares are shares of Class B common
stock that will automatically convert into shares of Class A common stock at the time of our initial business combination, or at any time
prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as described herein, and (iv) are entitled to
registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders, officers
and directors have agreed pursuant to the letter agreement to vote any founder shares held by them and any public shares purchased in
or after the IPO (including in open market and privately negotiated transactions) in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment
for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein.
In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the
amounts sold in the IPO and related to the closing of the initial business combination, the ratio at which shares of Class B common stock
shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class
B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class
A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
20% of the sum of (i) the total number of all shares of common stock outstanding upon completion of the IPO, plus (ii) all shares of Class
A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any
shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial business combination,
and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to us). If such adjustment
is not waived, the issuance would not reduce the percentage ownership of holder of shares of Class B common stock, but would reduce the
percentage ownership of holder of shares of Class A common stock. If such adjustment is waived, the issuance would reduce the percentage
ownership of holders of both classes of our common stock. Holders of founder shares may also elect to convert their shares of Class B
common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities
could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or
exercise of convertible securities, warrants or similar securities.


 


Subject to 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
the 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 (B) subsequent to our initial business combination, (x) if the last reported sale price of Class A
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 on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results
in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


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


 






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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 may, 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 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.


 


Redeemable Warrants


 


Public Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of 12 months from the closing of the IPO or 30 days after the completion of our initial business combination. Pursuant to
the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means
that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. The warrants will expire five years after the completion of our initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We are not obligated to deliver any shares of Class
A common stock pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement
under the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of Class A 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 and we will not be obligated to issue shares of Class A common stock upon
exercise of a warrant unless the shares of Class A common stock issuable upon such warrant exercise have been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not
be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash
settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing
such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.


 


We have not registered the shares of Class A common
stock issuable upon exercise of the warrants at this time. However, we have agreed that within twenty (20) business days after the later
of the first date on which the warrants are exercisable and the date on which the Company receives from any warrant holder a request for
such registration, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the shares of
Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause such registration
statement to become effective within 45 business days after the filing of such registration statement and to maintain a current prospectus
relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided
that if shares of Class A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange
such that they satisfy 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 we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 45th business day after the filing of such registration statement, warrant holders may, until such
time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” of Class A common stock over the exercise price of the warrants
by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean
the average last reported sale price of Class A common stock for the ten trading days ending on the third trading day prior to the date
on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will
not be able to exercise their warrants on a cashless basis.


 






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Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may redeem the outstanding warrants (except
as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


		●	if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30-trading day period ending
three trading days before we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”)
equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of
a warrant as described under the heading “—Redeemable Warrants—Public Warrants—Anti-Dilution Adjustments”).



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants
is then effective and a current prospectus relating to those Class A common stock is available throughout the 30-day redemption period.
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws.


 


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. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “—Redeemable Warrants—Public Warrants—Anti-Dilution
Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based
on the redemption date and the “fair market value” of Class A common stock (as defined below in the immediately following
paragraph) except as otherwise described below;



 


		●	if, and only if, the Reference Value (as defined above under the heading “—Redeemable Warrants—Public Warrants—Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Redeemable
Warrants—Public Warrants—Anti-Dilution Adjustments”); and



 


		●	if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or
the exercise price of a warrant as described under the heading ” —Redeemable Warrants—Public Warrants—Anti-Dilution
Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding
public warrants, as described above.



 






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Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in
the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless exercise
in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of Class A common
stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10
per warrant), determined for these purposes based on the volume-weighted average price of Class A common stock as reported during the
ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of
months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will
provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described
above ends.


 


Pursuant to the warrant agreement, references above
to Class A common stock shall include a security other than Class A common stock into which Class A common stock have been converted or
exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not
be adjusted when determining the number of Class A common stock to be issued upon exercise of the warrants if we are not the surviving
entity following our initial business combination.


 


The share prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of a warrant is adjusted as set forth under the heading “—Anti-Dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately
prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after such adjustment
and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares
in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a warrant as so adjusted. If the exercise price is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph
under the heading “—Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the
unadjusted share price multiplied by a fraction, the numerator of which is the higher of (x) the volume weighted average trading price
of the Class A common stock during the 20 trading day period starting on the trading day after the day on which we consummate a business
combination (such price, the “Market Value”) and (y) the Newly Issued Price as defined under the heading ” —Anti-Dilution
Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under
the heading “— Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	 	 	Fair Market Value of Class A Common Stock	 
	Redemption Date (period to expiration of warrants)	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    8


     


    

 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted
average price of Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption
is sent to the holders of warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of Class A common stock for each whole
warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted
average price of Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption
is sent to the holders of warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 0.298 shares of Class A common stock for each whole
warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361
shares of Class A common stock per whole warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are
out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this
redemption feature, since they will not be exercisable for any Class A common stock.


 


This redemption feature differs from the typical
warrant redemption features used in many other blank check companies, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for Class A common stock exceeds $18.00 per share for a specified period
of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when Class A common stock are
trading at or above $10.00 per share, which may be at a time when the trading price of Class A common stock is below the exercise price
of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants
having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per share of
Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant
to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility
input as of January 26, 2021. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding
warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been
exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As
such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove
the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when
the shares of Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it
will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to
exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of
Class A common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving
fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares of
Class A common stock if and when such shares of Class A common stock were trading at a price higher than the exercise price of $11.50.


 


No fractional shares of Class A common stock will
be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down
to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than Class A common stock pursuant to the warrant agreement (for instance, if we are
not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants
become exercisable for a security other than Class A common stock, CRIS II (or surviving company) will use its commercially reasonable
efforts to register under the Securities Act the security issuable upon the exercise of the warrants.


 






    9


     


    

 


Redemption Procedures. A holder of a warrant may
notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class
A common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments. If the number of outstanding
shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares
of Class A 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 Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares of
Class A common stock at a price less than the historical fair market value (as defined below) will be deemed a stock dividend of a number
of shares of Class A common stock equal to the product of (i) the number of shares of Class A 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 Class
A common stock) and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided
by (y) the historical fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable
for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon conversion or exercise and (ii) “historical fair market
value” means the volume weighted average price of Class A common stock as reported during the ten trading day period ending on the
trading day prior to the first date on which the shares of Class A 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 shares of Class
A common stock on account of such shares of Class A 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 (initially defined as up to $0.50 per share in a 365 day period),
(c) to satisfy the redemption rights of the holder of shares of Class A common stock in connection with the completion of our initial
business combination, (d) to satisfy the redemption rights of the holder of shares of Class A common stock in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (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 within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, 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 Class A
common stock in respect of such event.


 


If the number of outstanding shares of Class A
common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A 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 Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease
in outstanding shares of Class A common stock.


 






    10


     


    

 


Whenever the number of shares of Class A 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 Class A 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 Class A common stock so purchasable immediately thereafter.


 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith
by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder
shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for
the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under
“—Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “—Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to
be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described
above under “—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares
of Class A 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 Class A 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 Class A 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. If less than 70% of the consideration receivable by the holder
of shares of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is
to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine
and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value
portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes
model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.


 






    11


     


    

 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. On January 29, 2021, we filed a
copy of the warrant agreement with the SEC as Exhibit 4.1 to our Current Report on Form 8-K. The warrant agreement contains 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 50% 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 holder of shares of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


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 Class A common stock to be issued to the warrant holder.


 


Private Placement Warrants


 


The private placement warrants (including Class
A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions as described herein) to our officers
and directors and other persons or entities affiliated with the Sponsor) and they will not be redeemable by us (except as described above
under “—Public Warrants—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”)
so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise
the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions
that are identical to those of the warrants being sold as part of the units in the IPO, including as to exercise price, exercisability
and exercise period. If the private placement warrants are held by holders other than the Sponsor or its 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 sold
in the IPO.


 


Except as described above under “—Public
Warrants—Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00,” if holders of
the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering the warrants
for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of Class A common stock
over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average last
reported sale price of Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice
of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. The
reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor or its
permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable
upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we
believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 






    12


     


    

 


In order to finance transaction costs in connection
with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required. Up to $2,000,000 of such loans may be converted into warrants at a price of
$1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise
price, exercisability and exercise period. The terms of such working capital loans by the Sponsor or its affiliates, or our officers and
directors, if any, have not been determined and no written agreements exist with respect to such loans.


 


The Sponsor has agreed not to transfer, assign
or sell any of the private placement warrants (including Class A common stock issuable upon exercise of any of these warrants) until the
date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as described
herein, made to our officers and directors and other persons or entities affiliated with the Sponsor.


 


Restrictions on Transfers of Founder Shares and Private Placement
Warrants


 


The founder shares, private placement warrants
and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to
lock-up provisions in a letter agreement with us entered into by our officers, directors and the initial stockholders. Those lock-up provisions
provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year
after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported
sale price of our Class A 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 on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or
other property, and (ii) in the case of the private placement warrants and Class A common stock underlying such warrants, until 30 days
after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family
members of any of our officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, as well as affiliates of such
members and funds and accounts advised by such members, (b) in the case of an individual, by gift to such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or
to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection
with the consummation of an initial business combination at prices no greater than the price at which the shares or warrants were originally
purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the laws
of the State of Delaware or the Sponsor’s limited liability company agreement upon liquidation or dissolution of the Sponsor; (h)
in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our
stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to completion
of our initial business combination or (i) to us for no value for cancellation in connection with the consummation of our initial business
combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees must enter into a written
agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement and by the
same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the Trust Account
and liquidation distributions described elsewhere herein).


 


Dividends


 


We have not paid any cash dividends on our common
stock and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of an initial business combination. The payment of any cash dividends subsequent to an initial 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.


 


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 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, willful misconduct or bad faith of the indemnified person or entity.


 






    13


     


    

 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to the IPO that also apply to us until the completion of our initial business
combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders
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 do not complete our initial business combination within
24 months from the closing of the IPO or during any Extension Period, 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 earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes
(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 liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law;



 


		●	Prior to or in connection with 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 our initial business combination;



 


		●	Although we do not intend to enter into an initial business
combination with a target business that is affiliated with the Sponsor, our directors or officers, we are not prohibited from doing so.
In the event we enter into such a transaction, we, or a committee of independent directors, if required by applicable law or based upon
the decision of our board of directors or a committee thereof, will obtain an opinion from an independent investment banking firm or
an independent accounting firm that such an initial business combination is fair to our Company from a financial point of view;



 


		●	If a stockholder vote on our initial business combination
is not required by law and we do not decide to hold a stockholder vote for business or other 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; whether or not we maintain our registration under
the our Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their public
shares by one of the two methods listed above;



 


		●	Our initial business combination will be approved by a majority
of our independent directors;



 


		●	So long as we obtain and maintain a listing for our securities
on the NYSE, the NYSE rules require that we must complete our initial business combination with one or more businesses that together
have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable) 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 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 within
24 months from the closing of the IPO 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 Class
A 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 earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes,
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 upon consummation of our initial business combination and after payment of deferred underwriting commissions.


 






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


 


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


 


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



 


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



 


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



 


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


 


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


 


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


 


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


 






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Exclusive forum for certain lawsuits


 


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


 


Our amended and restated certificate of incorporation
provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. 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. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability
created by the Exchange Act or any other claim for which the deferral courts have exclusive jurisdiction.


 


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 either our Chief Executive Officer or our Chairman.


 


Advance notice requirements for stockholder proposals
and director nominations


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120
days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our bylaws also specify requirements
as to the form and content of a stockholder’s notice. Our bylaws allow the chairman of the meeting at a meeting of the stockholders
to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at
a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from
conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain
control of us.


 


Action by written consent


 


Subsequent to the consummation of the IPO, any
action required or permitted to be taken by holders of our common stock 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 Class B common stock.


 






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Only holders of the founder shares vote to elect directors


 


Prior to our initial business combination, only
holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled
to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders
of a majority of our founder shares may remove a member of the board of directors for any reason.


 


Class B common stock consent right


 


For so long as any shares of Class B common stock
remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common
stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated certificate
of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers,
preferences or relative, participating, optional or other or special rights of Class B common stock. Any action required or permitted
to be taken at any meeting of the holders of shares of Class B common stock may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class
B common stock having no less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares of Class B common stock were present and voted.


 


Registration and Stockholder Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon
the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion
of the founder shares) and certain security holders holding public shares, whether purchased in the IPO or thereafter in the open market,
are entitled to registration rights pursuant to a registration and stockholder rights agreement signed on the effective date of the IPO,
requiring us to register such securities for resale (in the case of the founder shares, only after conversion to Class A common stock).
Any holder of at least 20% of the outstanding registrable securities owned by these holders is entitled to make up to two demands, excluding
short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights
with respect to registration statements filed subsequent to our completion of our initial business combination and rights to require us
to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear certain expenses incurred in connection
with the filing of any such registration statements.


 


In addition, pursuant to the registration and stockholder
rights agreement, upon consummation of an initial business combination, our initial stockholders will be entitled to designate three individuals
for nomination for election to our board of directors for so long as they continue to hold, collectively, at least 50% of the founder
shares (or the securities into which such founder shares convert) held by such persons on January 26, 2021. Thereafter, such initial stockholders
will be entitled to designate (i) two individuals for nomination for election to our board of directors for so long they continue to hold,
collectively, at least 30% of the founder shares (or the securities into which such founder shares convert) held by such persons on January
26, 2021 and (ii) one individual for nomination for election to our board of directors for so long they continue to hold, collectively,
at least 20% of the founder shares (or the securities into which such founder shares convert) held by such persons on January 26, 2021.


 


Listing of Securities


 


Our Class A common stock and warrants are currently
listed on the NYSE under the symbols “CLIM” and “CLIM WS,” respectively. Certain of our shares of Class A common
stock and warrants currently trade as units consisting of one share of Class A common stock and one fifth of one redeemable warrant, and
are listed on the NYSE under the symbol “CLIM.U.”


 


 


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