Exhibit 4.5


 


DESCRIPTION OF SECURITIES


Registered Pursuant to Section 12, of the Securities
Exchange Act of 1934, As Amended


 


The following description sets forth certain
material terms and provisions of the securities of Portage Fintech Acquisition Corporation (“we”, “us”, or “our”)
that are registered under Section 12 of the Securities Act of 1934, as amended (the “Exchange Act”). The following description
of our securities is not complete and may not contain all the information you should consider before investing in our securities. This
description is summarized from, and qualified in its entirety by reference to, our amended and restated memorandum and articles of association,
which is incorporated herein by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage
you to read the amended and restated memorandum and articles of association and the applicable provisions of the Companies Act (2021 Revision)
of the Cayman Islands (the “Companies Act”), for additional information.


 


General


 


We are a Cayman Islands exempted company and our
affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman
Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to issue 330,000,000 ordinary
shares, including 300,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares, as well as 1,000,000 preference shares,
par value $0.0001 per share each. The following description summarizes the material 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.


 


Units


 


Each unit consists of one Class A ordinary share
and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s
Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


The Class A ordinary shares and warrants comprising
the units began separate trading on or about September 10, 2021.


 


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


 


Ordinary Shares


 


Prior to the date of closing our initial public
offering, there were 6,477,845 Class B ordinary shares issued and outstanding, all of which were held of record by our initial shareholders.
On June 15, 2021, our sponsor surrendered an aggregate of 1,437,500 shares to us for no consideration, resulting in 5,750,000 Class B
ordinary shares issued and outstanding. On July 20, 2021, our sponsor received an additional 1,150,000 Class B ordinary shares resulting
in an aggregate of 6,900,000 Class B ordinary shares issued and outstanding. Up to 900,000 Class B ordinary shares were subject to forfeiture
by our sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On August 5, 2021, the underwriters
partially exercised the over-allotment option to purchase an additional 1,911,379 units; thus, 422,155 Class B ordinary shares were forfeited.
Upon the closing of our initial public offering, 32,389,224 of our ordinary shares were outstanding including:


 


		·	25,911,379 Class A ordinary shares underlying the units issued as part of
our initial public offering; and



 


		·	6,477,845 Class B ordinary shares held by our initial shareholders.



 


Other than in respect of the appointment and removal
of directors prior to our initial business combination, ordinary shareholders of record are entitled to one vote for each share held on
all matters to be voted on by shareholders. Except as described below and as required by law, 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. Unless specified
in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act 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 will require a special resolution under Cayman Islands law 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 elected in each year. There is no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for
the election of directors can elect all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared
by the board of directors out of funds legally available therefor. Prior to our initial business combination, only holders of our founder
shares have the right to vote on the election of directors. Holders of our public shares are not 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. Incumbent directors will also have the ability to appoint additional directors
or to appoint replacement directors in the event of a vacancy. 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 may only be amended by a special resolution
which shall include the affirmative vote of a simple majority of our Class B ordinary shares.


 






     


     


    

 


Because our amended and restated memorandum and
articles of association authorize the issuance of up to 300,000,000 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
will be authorized to issue at the same time as our shareholders vote on the business combination.


 


In accordance with the Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the
Nasdaq. There is no requirement under the Companies Act for us to hold annual or shareholder meetings to elect directors. We may not hold
an annual meeting of shareholders to elect new directors prior to the consummation of our initial business combination. Prior to the completion
of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of
our founder shares. 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.


 


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, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be $10.00 per public share. 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 owner must identify itself in order to valid redeem its shares. Our sponsor, each
member of our management team and our advisors have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial
business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their
shares redeemed 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 our initial public offering or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity.


 


Under our amended and restated memorandum and articles
of association, we will complete our initial business combination only upon obtaining shareholder approval of such business combination,
and therefore we expect to conduct redemptions of our public shares pursuant to the proxy solicitation rules. In this case, 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 more than an aggregate of 15% of the shares sold in our initial public
offering (“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. As a result, such
shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell
their shares in open market transactions, potentially at a loss.


 


Approval of our initial business combination will
require the approval of an ordinary resolution under Cayman Islands law, unless a higher approval threshold is required under Cayman Islands
law. 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. In addition, our sponsor, each member of our management team and our advisors
have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, in addition to our
initial shareholders’ founder shares, we would need 9,716,767, or 37.5% (assuming all issued and outstanding shares are voted),
or 1,619,461, or 6.25% (assuming only the minimum number of shares representing a quorum are voted) of the 25,911,379 public shares sold
in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination
approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction or vote at all. For purposes of obtaining shareholder approval of our initial business combination, non-votes will have no
effect on the approval once a quorum is obtained. Our amended and restated memorandum and articles of association require that at least
five days’ notice will be given of any shareholder meeting.


 






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If we are unable to conduct redemptions pursuant
to the proxy solicitation rules as described above, our amended and restated memorandum and articles of association require us to conduct
redemptions of our public shares 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 the initial business combination and the redemption
rights as is required under the SEC’s proxy rules.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not consummated an initial business combination within 24 months from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the 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 the requirements of other applicable law. Our sponsor, each
member of our management team and our advisors have entered into an 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 they hold if we fail to consummate an initial
business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame). Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason
prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation
of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.


 


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, if any, divided by the number of the then-outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares included in the units that were sold in our initial
public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that: (a) prior to our
initial business combination, only holders of the founder shares have the right to vote on the election and removal of directors and holders
of a majority of our founder shares may remove a member of the board of directors for any reason; (b) the founder shares are subject to
certain transfer restrictions, as described in more detail below; (c) our sponsor, each member of our management team and our advisors
have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their
founder shares; (ii) 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 (A) that would modify the substance or
timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 our initial public offering or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions
from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24
months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame);
(d) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination or
earlier at the option of the holders thereof as described herein; and (e) the founder shares are entitled to registration rights. Under
our amended and restated memorandum and articles of association, we will complete our initial business combination only upon obtaining
shareholder approval by an ordinary resolution under Cayman Islands law, unless a higher approval threshold is required under Cayman Islands
law. In such case, our sponsor, each member of our management team and our advisors have agreed to vote their founder shares and public
shares in favor of our initial business combination.


 






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The founder shares are designated as Class B ordinary
shares and will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will
not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business
combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the
number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis,
20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of our initial public offering, plus
(ii) 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, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to
our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. In no event will the Class
B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.


 


Except as described herein, our sponsor, each member
of our management team and our advisors have agreed not to transfer, assign or sell any of their founder shares until earliest of (A)
one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. We refer
to such transfer restrictions as the lock-up. Any permitted transferees would be subject to the same restrictions and other agreements
of our sponsor and our directors and executive officers with respect to any founder shares.


 


Prior to our initial business combination, only
holders of our founder shares have the right to vote on the election of directors. Holders of our public shares are not 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 memorandum
and articles of association may only be amended by a special resolution which shall include the affirmative vote of a simple majority
of our Class B ordinary shares. In addition, in a vote to transfer the company by way of continuation out of the Cayman Islands to another
jurisdiction (including, but not limited to, the approval of the organizational documents of the company in such other jurisdiction),
which requires a special resolution, 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 and, as a result, our sponsor will be able to approve any such proposal
without the vote of any other shareholder. With respect to any other matter submitted to a vote of our shareholders, 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.


 


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 shares (and
whether such voting rights are conditional);



 


		·	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.



 






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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 our initial public
offering, the register of members was immediately updated to reflect the issue of shares by us. The shareholders recorded in the register
of members will be 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.


 


Preference Shares


 


Our amended and restated memorandum and articles
of association authorize 1,000,000 preference shares and provide that preference shares may be issued from time to time in one or more
series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating,
optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
Our board of directors is able to, without shareholder approval, issue preference 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 preference 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 preference shares issued and outstanding at the date hereof.
Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustments as discussed below, at any time commencing
30 days after the completion of our initial business combination, except as discussed in the immediately succeeding paragraph. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only
a whole warrant may be exercised at a 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 Class A ordinary
shares pursuant to the exercise of a warrant and have no obligation to settle such warrant exercise unless a registration statement under
the Securities Act with respect to the Class A ordinary shares 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, or a valid exemption from registration
is available. No warrant is exercisable and we are not obligated to issue a Class A ordinary share upon exercise of a warrant unless the
Class A ordinary share issuable upon such warrant exercise has 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 Class A ordinary share underlying such unit.


 






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We have agreed that as soon as practicable, but
in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable
efforts to file with the SEC a post-effective amendment to the registration statement for our initial public offering or a new registration
statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we
will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial
business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class
A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if our Class A ordinary
shares are at the time of any exercise of a 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
reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a
post-effective amendment or a new registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is
not effective by the 60th day after the closing of the initial business combination, 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, but we will
use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary
shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants
by (y) the “fair market value” and (B) 0.361. The “fair market value” as used in this paragraph shall mean the
volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which
the notice of exercise is received by the warrant agent.


 


Redemption


 


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 9.8% (or such other amount as a holder may specify) of the Class A ordinary shares issued
and outstanding immediately after giving effect to such exercise.


 


Redemption of warrants when the price per Class
A ordinary share 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 closing price of the Class A ordinary shares 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 “— Warrants — Public Shareholders’ Warrants — Anti-Dilution
Adjustments”) 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.



 


We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of
the warrants is then effective and a current prospectus relating to those Class A ordinary shares 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. However, the price of the Class A ordinary shares 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 “— Warrants — Public Shareholders’ 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 Class
A ordinary share 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 our Class
A ordinary shares (as defined below) except as otherwise described below;



 






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		·	if, and only if, the closing price of our Class A ordinary shares equals
or exceeds $10.00 per public 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 “— Warrants — Public Shareholders’ Warrants — Anti-Dilution
Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders; and



 


		·	if the closing price of the Class A ordinary shares for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders 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 “— Warrants — Public Shareholders’ 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.



 


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 Class A ordinary shares 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 our Class A ordinary shares
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 volume weighted average price of our Class A ordinary shares during the 10 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 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references above
to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares 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 ordinary shares 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 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. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a warrant. If the exercise price of a warrant 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 the Market Value and the Newly Issued Price as
set forth 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.


	
     

    Redemption Date
	 	Fair Market Value of Class A Ordinary Shares	 
	(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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    7


     


    

 


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 Class A ordinary shares 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 our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the 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 Class A ordinary shares 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 our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of
redemption is sent to the holders of the 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 Class A ordinary shares
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 Class A ordinary shares per 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 ordinary shares.


 


This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the Class A ordinary shares 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 the Class A ordinary
shares are trading at or above $10.00 per public share, which may be at a time when the trading price of our Class A ordinary shares 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 Class A ordinary share 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 the of our initial public offering. 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 Class A ordinary shares 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 Class A ordinary shares
are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary
shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such
Class A ordinary shares were trading at a price higher than the exercise price of $11.50.


 


No fractional Class A ordinary shares 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 Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable
for a security other than the Class A ordinary shares 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 the Class A ordinary shares, the company (or surviving company) will use its commercially reasonable efforts
to register under the Securities Act the security issuable upon the exercise of the warrants.


 






    8


     


    

 


Anti-dilution Adjustments


 


If the number of outstanding Class A ordinary shares
is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar
event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of Class A ordinary
shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights
offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price
less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of Class A ordinary
shares equal to the product of (i) the number of Class A ordinary shares 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 ordinary shares) and (ii) one
minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value.
For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining
the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as
any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume weighted
average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date
on which the Class A ordinary shares 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 all or substantially all of
the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis
with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date
of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and
excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary
shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with
a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection
with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares 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 Class A ordinary
share in respect of such event.


 


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


 


Whenever the number of Class A ordinary shares
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 Class A
ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will
be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In addition, if (x) we issue additional Class A
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per ordinary 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 our sponsor or its affiliates, without taking
into account any founder shares held by our 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 volume weighted average trading price of our Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share, 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 Class A ordinary share equals or exceeds $18.00” and “— Redemption of warrants when the
price per Class A ordinary shares 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 Class A ordinary share 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.


 






    9


     


    

 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary
shares), 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 Class A
ordinary shares), 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 Class A ordinary
shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of
Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such
holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind
and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender,
exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by
the company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended and
restated memorandum and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed
initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule
12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a
warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the
adjustments provided for in the warrant agreement. If less than 70% of the consideration receivable by the holders of Class A ordinary
shares in such a transaction is payable in the form of Class A ordinary shares 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. 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.


 


The warrants are issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any
mistake or defective provision; (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance
with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement
as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of
the registered holders of the warrants, provided that the approval by the holders of at least 65% of the then-outstanding public warrants
is required to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant
agreement, which is filed as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part, for a complete description
of the terms and conditions applicable to the warrants.


 






    10


     


    

 


The warrant holders do not have the rights or privileges
of holders of ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the
issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by shareholders.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit
to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies
to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts
of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the warrants that were sold as part of the units in our initial public
offering. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants)
are not transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to
limited exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasers of the private
placement warrants) and they are not redeemable by us (except as otherwise set forth herein) so long as they are held by our sponsor or
its permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless
basis. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement
warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included
in the units that were sold in our initial public offering. Any amendment to the terms of the private placement warrants or any provision
of the warrant agreement with respect to the private placement warrants will require a vote of holders of at least 65% of the number of
the then outstanding private placement warrants.


 


Except as described above under “—
Public Shareholders’ Warrants — Redemption of warrants when the price per Class A ordinary share 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 his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the
product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “Sponsor fair market value”
(defined below) over the exercise price of the warrants by (y) the “Sponsor fair market value.” For these purposes, the “Sponsor
fair market value” shall mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on
the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have
agreed that these warrants will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees
is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited. We have policies in place that restrict
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 shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in
the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants.


 


Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with a business combination,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






    11


     


    

 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares 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 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 claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.


 


Certain Differences in Corporate Law


 


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


 


Mergers and Similar Arrangements


 


In certain circumstances, the Companies Act 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 (a) a special resolution of the shareholders of each company;
and (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 holds issued shares that together represent at least
90% of the votes at a general meeting of the subsidiary company) and its subsidiary company, if a copy of the plan of merger is given
to every member of each subsidiary company to be merged unless that member agrees otherwise. 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. 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. The directors
of each company are required to provide a declaration of the assets and liabilities of the company made up to the latest practicable date
before the making of the declaration, and are further required to make a declaration to the effect that: (i) the company is able to pay
its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the company;
(ii) no petition or other similar proceeding has been filed and remains outstanding and that no order has been made or resolution adopted
to wind up the company in any jurisdiction; (iii) no receiver, trustee, administrator or other similar person has been appointed in any
jurisdiction and is acting in respect of the company, its affairs or its property or any part thereof; (iv) no scheme, order, compromise
or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the company are and
continue to be suspended or restricted; (v) in the case of constituent company that is not a surviving company, the constituent company
has retired from any fiduciary office held or will do so immediately prior to the merger or consolidation; and (vi) where relevant, the
company has complied with any applicable requirements under Cayman Islands regulatory laws. If the Cayman Islands Registrar of Companies
is satisfied that the requirements of the Companies Act (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 where the surviving or consolidated company is the Cayman Islands exempted company, the Cayman
Islands Registrar of Companies is required to be satisfied in respect of any constituent overseas company: (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; (v) that the foreign company is able to pay its debts
as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company;
(vi) 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; (vii) 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 (viii) that there is
no other reason why it would be against the public interest to permit the merger or consolidation. The requirements set out in sections
(i) to (vii) above shall be met by a director of the Cayman Islands exempted company making a declaration to the effect that, having made
due enquiry, they are of the opinion that such requirements have been met, such declaration to include a statement of the assets and liabilities
of the foreign company made up to the latest practicable date before making the declaration.


 






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Where the above procedures are adopted, the Companies
Act 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 their intention to dissent including, among other details,
a demand for payment of the fair value of their 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
their 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 must (and any dissenting shareholder may) 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:


 


		·	the company is proposing to act illegally or beyond the scope of its corporate
authority and the statutory provisions as to a dual majority vote have been complied with;



 


		·	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 Act 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 United States corporations.


 






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Squeeze-out Provisions


 


When a takeover offer is made and accepted by holders
of 90% of the shares to whom the offer relates 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


 


Our Cayman Islands 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 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 Act. The Companies Act 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 essentially the same as for an ordinary company except for certain
exemptions and privileges including those listed below:


 


		·	annual reporting requirements are minimal and consist mainly of a statement
that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies
Act;



 


		·	an exempted company’s register of members is not open to inspection
and can be kept outside of the Cayman Islands;



 


		·	an exempted company does not have to hold an annual shareholder meeting and
can be kept outside of the Cayman Islands;



 


		·	an exempted company may issue negotiable or bearer shares or 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 30 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


 


Our amended and restated memorandum and articles
of association contain provisions designed to provide certain rights and protections that apply to us until the completion of our initial
business combination. These provisions cannot be amended without a special resolution under Cayman Islands law as a matter of Cayman Islands
law. Other than as described herein, our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by the affirmative vote at least a two-thirds majority of the votes cast by the holders of the issued shares present
in person or represented by proxy at a general meeting of the company and entitled to vote on such matters (i.e., the lowest threshold
permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our initial shareholders and their permitted transferees,
if any, who, as of the date of this report, collectively beneficially own 20% of our ordinary shares, will participate in any vote to
amend our amended and restated memorandum and articles of association and will 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 have not consummated an initial business combination within 24 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but 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 and
not previously released to us to pay our taxes that were paid by us or are payable by us, if any (less up to $100,000 of interest to pay
dissolution expenses) divided by the number of the 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 the requirements of other applicable law;



 


		·	Prior to or in connection with 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 as a class
with our public shares (a) on our initial business combination or on any other proposal presented to shareholders prior to or in connection
with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles
of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our initial public
offering or (y) amend the foregoing provisions;



 


		·	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 independent investment banking firm
or another independent entity that commonly renders valuation opinions that such a business combination is fair to our company from a
financial point of view;



 






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		·	Because our shareholders will have the ability to vote on our initial business
combination at a shareholder meeting, we expect to conduct redemptions of our public shares in conjunction with a proxy solicitation pursuant
to Regulation 14A under the Exchange Act. However, under our amended and restated memorandum and articles of association, we may also
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under 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 under the Exchange Act;



 


		·	So long as our securities are then listed on The NASDAQ Stock Market LLC
(“Nasdaq”), our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held
in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business
combination;



 


		·	If our shareholders approve an amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed 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 our initial public offering or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity,
we will provide our public shareholders with the opportunity to redeem all or a portion of their 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, if any, divided by the number of the then-outstanding
public shares, subject to the limitations described herein; and



 


		·	We will not effectuate our initial business combination solely with another
blank check company or a similar company with nominal operations.



 


In addition, our amended and restated memorandum
and articles of association provide that under no circumstances will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001.


 


The Companies Act 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 provide 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.


 


Anti-Money Laundering, Counter-Terrorist Financing, Prevention of
Proliferation Financing and Financial Sanctions Compliance — Cayman Islands


 


If any person resident in the Cayman Islands knows
or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct, is involved with
terrorism or terrorist property or proliferation financing or is the business combination partner of a financial sanction 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 Act (as amended) of the Cayman Islands if the disclosure relates to criminal conduct,
money laundering or proliferation financing or is the business combination partner of a financial sanction; or (ii) a police officer of
the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (as amended) 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. We reserve the right to
refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder might
result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial
sanctions or other laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate
to ensure our compliance with any such laws or regulations in any applicable jurisdiction.


 






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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 is classified into three classes of directors. Prior to the completion of our initial
business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public
shares will into be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial
business combination, holders of our founder shares may remove a member of the board of the directors for any reason. 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 shareholder
meetings.


 


Our authorized but unissued Class A ordinary shares
and preference shares will be 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 preference 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.


 


Choice of Forum


 


Our amended and restated memorandum and articles
of association provide that, unless we consent in writing to the selection of an alternative forum (a) the federal courts of the United
States will have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions
of the Securities Act or the Exchange Act (“U.S. Actions”) and (b) except for such U.S. Actions, the courts of the Cayman
Islands shall have jurisdiction over any claim or dispute arising out of or in connection with the amended and restated memorandum and
articles of association or otherwise related in any way to each shareholder’s shareholding in the company, including but not limited
to (i) any derivative action or proceeding brought on behalf of the company; (ii) any action asserting a claim of breach of a fiduciary
duty owed by any director, officer or other employee of the company to the company or the company’s shareholders; (iii) any action
asserting a claim arising pursuant to any provision of the Companies Act of the Cayman Islands or the amended and restated memorandum
and articles of association; or (iv) any action asserting a claim against the company concerning its internal affairs.


 


This choice of forum provision may increase a shareholder’s
cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for U.S. Actions or disputes
with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other
employees. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum
provisions in other companies’ charter documents has been challenged in legal proceedings.


 


Securities Eligible for Future Sale


 


We have 32,389,224 ordinary shares issued and outstanding
on an as-converted basis. Of these shares, 25,911,379 Class A ordinary shares 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 outstanding 6,477,845 founder shares and all of the outstanding 6,588,184 private placement warrants 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 or warrants for at least six months would be entitled to sell their securities provided that
(i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all
required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as we were required to
file reports) preceding the sale.


 






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Persons who have beneficially owned restricted
shares or warrants 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 will equal
323,892 shares; 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 twelve months (or such shorter period that the issuer was required to file such
reports and materials), other than Form 8-K reports; 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, holders of our founder shares and
private placement warrants, as applicable, will be able to sell such securities pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


Registration and Shareholder Rights


 


The holders of the founder shares, private placement
warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the
exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration
rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration
and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following
paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants,
30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of
any such registration statements.


 


Except as described herein, our sponsor, each member
of our management team and our advisors have agreed not to transfer, assign or sell their founder shares until the earliest of (A) one
year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing
price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, 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, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results
in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Any permitted
transferees will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer
to such transfer restrictions as the lock-up.


 


In addition, pursuant to the registration and shareholder
rights agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three
individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder
rights agreement.


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants
are listed on Nasdaq under the symbols “PFTAU,” “PFTA” and “PFTAW,” respectively. The units will automatically
separate into their component parts and will not be traded following the completion of our initial business combination.


  






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