Exhibit 4.5


 


DESCRIPTION
OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As
of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, Aetherium Acquisition Corp. (the “Company,”
“we,” “us,” or “our”) had three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): the Company’s units, Class A common stock, and warrants.


 


The
following description of the Company’s capital stock and provisions of the Company’s amended and restated certificate of
incorporation, bylaws and the Delaware General Corporation Law are summaries and are qualified in their entirety by reference to the
Company’s amended and restated certificate of incorporation and bylaws and the text of the Delaware General Corporation Law. Copies
of these documents have been filed with the SEC as exhibits to the Annual Report on Form 10-K to which this description has been filed
as an exhibit.


 


General


 


Our
amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of Class A common stock, $0.0001 par
value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par
value. As of the date of this Annual Report on Form 10-K, 12,028,500 shares of Class A common stock and 2,875,000 shares of Class B common
stock are issued and outstanding and no preferred shares are issued or outstanding. The following description summarizes all of the material
terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete
description you should refer to our amended and restated certificate of incorporation and bylaws, which are filed as exhibits to this
Annual Report on Form 10-K.


 


Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Each warrant entitles
the holder to purchase one share of Class A common stock.


 


The
shares of Class A common stock and warrants comprising the units became separately traded on February 22, 2022. Holders have the option
to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our
transfer agent in order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class
A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of our
stockholders, except as required by law. Unless specified in our Amended and Restated Certificate of Incorporation or bylaws, or as required
by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock
that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes,
each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for
the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if
declared by the board of directors out of funds legally available therefor.


 


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


 




    	 



    	 



    

 


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


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors and all other initial stockholders have
entered into a letter agreement with us, pursuant to which they agreed to waive their redemption rights with respect to any founder shares
and placement shares and any public shares held by them in connection with the completion of our initial business combination. Unlike
many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote
is not required by applicable law or stock exchange requirements, if a stockholder vote is not required by law and we do not decide to
hold a stockholder vote for business or other legal reasons, we will, pursuant to our Amended and Restated Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing
our initial business combination. Our Amended and Restated Certificate of Incorporation requires these tender offer documents to contain
substantially the same financial and other information about the initial business combination and the redemption rights as is required
under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by applicable law or stock exchange
requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies,
offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
If we seek stockholder approval, unless otherwise required by applicable law, regulation or stock exchange rules, we will complete our
initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business
combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock
of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote
at such meeting. The underwriters will have the same redemption rights as a public stockholder with respect to any public shares it acquires.
The representative has informed us that it has no current commitments, plans or intentions to acquire any public shares for its own account;
however, if they do acquire public shares, it will do so in the ordinary course of business or another permitted purchase. The underwriters
will not make any such purchases when in possession of any material nonpublic information not disclosed to the seller, during a restricted
period under Regulation M under the Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange
Act, or if prohibited by applicable state securities laws or broker-dealer regulations. To the extent our initial stockholders or purchasers
of placement units transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition
to such transfer, to waive these same redemption rights. Also, our sponsor purchased 528,500 placement units at the price of $10.00 per
unit in a private placement that occurred simultaneously with the completion of the IPO. If we submit our initial business combination
to our public stockholders for a vote, our sponsor, the other initial stockholders, our officers and our directors have agreed to vote
their respective founder shares, placement shares and any public shares held by them in favor of our initial business combination.


 


The
participation of our sponsor, officers, directors or their affiliates in privately-negotiated transactions, if any, could result in the
approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote,
against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted,
non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately
30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall
be taken to approve our initial business combination. These quorums and voting thresholds, and the voting agreements of our initial stockholders,
may make it more likely that we will consummate our initial business combination.


 




    	 



    	 



    

 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our Amended and Restated Certificate of Incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in the IPO, which we refer to as the Excess Shares. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our
stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to
dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


Pursuant
to our Amended and Restated Certificate of Incorporation, if we are unable to complete our initial business combination within 15 months
from the closing of the IPO, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly
as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve
and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Our sponsor, officers and directors and all other initial stockholders have entered into
a letter agreement with us, pursuant to which they agreed to waive their rights to liquidating distributions from the trust account with
respect to any founder shares and placement shares held by them if we fail to complete our initial business combination within 15 months
from the closing of the IPO. However, if our sponsor, officers or directors or the other initial stockholders acquire public shares in
or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we
fail to complete our initial business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after an initial business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made
for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon
the completion of our initial business combination, subject to the limitations.


 




    	 



    	 



    

 


Founder
Shares and Placement Shares


 


The
founder shares and placement shares are identical to the shares of Class A common stock included in the units sold in the IPO, and holders
of founder shares and placement shares have the same stockholder rights as public stockholders, except that (i) the founder shares and
placement shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors
and all other initial stockholders have entered into a letter agreement with us, pursuant to which they agreed (A) to waive their redemption
rights with respect to any founder shares and placement shares and any public shares held by them in connection with the completion of
our initial business combination, (B) to waive their redemption rights with respect to their founder shares and placement shares and
any public shares in connection with a stockholder vote to approve an amendment to our Amended and Restated Certificate of Incorporation
(x) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain
amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of our public shares if we do not
complete our initial business combination within 15 months from the closing of the IPO or (y) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activities and (C) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
15 months from the closing of the IPO, although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within such time period, (iii) the founder shares
are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of the consummation
of our initial business combination, on a one-for-one basis, subject to adjustment as described herein, and (iv) are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors and
all other initial stockholders have agreed pursuant to the letter agreement to vote any founder shares and placement shares held by them
and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of
our initial business combination. The placement shares will not be transferable, assignable or saleable until 30 days after the consummation
of our initial business combination except to permitted transferees.


 


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


 


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


 




    	 



    	 



    

 


Preferred
Stock


 


Our
Amended and Restated Certificate of Incorporation provides that shares of preferred stock may be issued from time to time in one or more
series. Our board of directors are 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 are able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our
board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a
change of control of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares
of preferred stock are being issued or registered in the IPO.


 


Warrants


 


Public
Warrants


 


Each
warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of 12 months from the date of the final prospectus for our IPO and the completion
of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Class A common stock.


 


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
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock 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 share of Class A common stock underlying
such unit.


 


We
have not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that
as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use
our best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares
of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of our 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. Notwithstanding the foregoing, if a registration
statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis
pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that
such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis.


 




    	 



    	 



    

 


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


 


	 	●	in
    whole and not in part;
	 	 	 
	 	●	at
    a price of $0.01 per warrant;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemption
    period”) to each warrant holder; and
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
    stock dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
    period commencing once the warrants become exercisable and ending three business days before we send the notice of redemption to
    the warrant holders.


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon
exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect
such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in the IPO.


 


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 its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a
“cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise
of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
over the exercise price of the warrants by (y) the fair market value. The “fair market value” for this purpose shall mean
the volume weighted average trading price of the Class A common stock for the 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the
notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.


 


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


 




    	 



    	 



    

 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our Amended and Restated
Certificate of Incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or certain amendments to our Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of
our Class A common stock if we do not complete our initial business combination within 15 months from the closing of the IPO or (ii)
with respect to any other provision relating to stockholders’ rights or pre-initial business combination activities, or (e) in
connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value
of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in
any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction
is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or
is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the
warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants
when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise
do not receive the full potential value of the warrants in order to determine and realize the option value component of the warrant.
This formula is to compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that
the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating
fair market value where no quoted market price for an instrument is available.


 




    	 



    	 



    

 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, for a complete description of the terms and conditions applicable to
the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of
the warrants and the warrant agreement, or defective provision, but requires the approval by the holders of at least a majority of the
then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


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


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.


 


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


 


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.


 


Placement
warrants


 


Except
as described below, the placement warrants have terms and provisions that are identical to those of the warrants being sold as part of
the units in the IPO, including as to exercise price, exercisability and exercise period. The placement warrants (including the Class
A common stock issuable upon exercise of the placement warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination (except, among other limited exceptions as described under the section of our final
prospectus for our IPO entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Placement Units,”
to our officers and directors and other persons or entities affiliated with our sponsor). In addition, holders of our placement warrants
are entitled to certain registration rights.


 




    	 



    	 



    

 


In
order to 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 units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.
The units would be identical to the placement units. However, as the units would not be issued until consummation of our initial business
combination, any warrants underlying such units would not be able to vote on an amendment to the warrant agreement in connection with
such business combination.


 


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


 


Dividends


 


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


 


Our
Transfer Agent and Warrant Agent


 


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


 


Our
Amended and Restated Certificate of Incorporation


 


Our
Amended and Restated Certificate of Incorporation contains certain requirements and restrictions relating to the IPO that will apply
to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders
of at least 65% of our common stock. Our initial stockholders, who will collectively beneficially own approximately 22.9% of our common
stock upon the closing of the IPO (including the placement shares to be issued to the sponsor and assuming they do not purchase any units
in the IPO), will participate in any vote to amend our Amended and Restated Certificate of Incorporation and will have the discretion
to vote in any manner they choose. Specifically, our Amended and Restated Certificate of Incorporation provides, among other things,
that:


 


	 	●	If
    we are unable to complete our initial business combination within 15 months from the closing of the IPO, we will (i) cease all operations
    except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject
    to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
    amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
    to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
    shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
    further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
    redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in
    the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements
    of other applicable law;


 




    	 



    	 



    

 


	 	●	Prior
    to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to
    (i) receive funds from the trust account or (ii) vote on any initial business combination;
	 	 	 
	 	●	Although
    we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors
    or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
    directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
    valuation opinions that such an initial business combination is fair to our company from a financial point of view;


 


	 	●	If
    a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for
    business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
    Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially
    the same financial and other information about our initial business combination and the redemption rights as is required under Regulation
    14A of the Exchange Act; whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide
    our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
	 	 	 
	 	●	So
    long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or more business
    combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding
    the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a
    definitive agreement in connection with our initial business combination;
	 	 	 
	 	●	If
    our stockholders approve an amendment to our Amended and Restated Certificate of Incorporation (i) to modify the substance or timing
    of our obligation to allow redemption in connection with our initial business combination or certain amendments to our Amended and
    Restated Certificate of Incorporation prior thereto or to redeem 100% of our public shares if we do not complete our initial business
    combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’
    rights or pre-business combination activities, we will provide our public stockholders with the opportunity to redeem all or a portion
    of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then
    on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
    us to pay our taxes, divided by the number of then outstanding public shares; and
	 	 	 
	 	●	We
    will not effectuate our initial business combination with another blank check company or a similar company with nominal operations
    nor undertake our initial business combination with any entity with its principal business operations in China (including Hong Kong
    and Macau).


 


In
addition, our Amended and Restated Certificate of Incorporation provides that under no circumstances will we redeem our public shares
unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of underwriters’ fees and commissions or any greater net tangible asset or cash requirement which may be contained
in the agreement relating to our initial business combination.


 


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


 


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


 


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


 




    	 



    	 



    

 


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


 


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


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
    of the transaction;
	 	 	 
	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
    least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common
    stock; or
	 	 	 
	 	●	on
    or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized
    at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
    stock not owned by the interested stockholder.


 


Our
Amended and Restated Certificate of Incorporation provides that our board of directors will be classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.


 


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


 


Exclusive
forum for certain lawsuits


 


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


 


Notwithstanding
the foregoing, (i) the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) unless we consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be
the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and
regulations promulgated thereunder. We note that there is uncertainty as to whether a court would enforce this provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates
concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder.


 




    	 



    	 



    

 


Special
meeting of stockholders


 


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


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content
of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


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


 


Classified
Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year
terms. Our Amended and Restated Certificate of Incorporation provides that the authorized number of directors may be changed only by
resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office
at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on
our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a
majority of our directors then in office.


 


Class
B Common Stock Consent Right


 


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