Exhibit
4.5


 


Description
of securities


 


We
are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant
to our amended and restated certificate of incorporation we are authorized to issue 500,000,000 shares of our Class A common stock and
50,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following
description summarizes certain terms of our capital stock as set out more particularly in our amended and restated certificate of incorporation.
Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of our Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in our initial
public offering. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares
of the company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.
Only whole warrants trade.


 


The
Class A common stock and warrants comprising the units began separately trading on May 10, 201, upon our having filed the Current
Report on Form 8-K described below and having issued a press release announcing when such separate trading will began.


 


We
have filed a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of
our initial public offering upon the completion of our offering.


 


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


 


Common
Stock


 


50,000,000
of our shares of common stock are outstanding including:


 


➤
40,000,000 shares of our Class A common stock underlying the units issued as part of our initial public offering;
and


➤
10,000,000 shares of our Class B common stock held by our initial stockholders (including our sponsor).


 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common
stock and holders of our 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 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. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of our directors. Holders of our public shares will not be entitled to vote on the appointment of our directors during such time. In
addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member
of the board of directors for any reason.


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of our Class A common
stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of our Class A common stock which we will be authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.


 






     


     


    

 


Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for
those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE 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 NYSE. Under Section 211(b) of the DGCL, we will, however, be required to hold annual meetings of stockholders for the purpose
of electing directors in accordance with our amended and restated 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 completion 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 completion of an 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.
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 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
calculated as of two business days prior to the completion 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 (less up to $100,000 of interest to pay dissolution
expenses) 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 representative of the underwriters.
The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares.
Our sponsor and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to
waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our
initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an
initial business combination within 24 months from the closing of our initial public offering. Unlike many blank check companies that
hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law,
if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we
will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of
the SEC and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate
of incorporation 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. If, however, a stockholder approval
of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like
many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the
outstanding shares of common stock are voted by the stockholders at a stockholders meeting to approve our initial business combination,
unless applicable law, our corporate governing documents or applicable stock exchange rules require a different vote, in which case we
will complete our initial business combination only if such requisite vote is received. However, the participation of our sponsor, officers,
directors, advisors or their affiliates in privately-negotiated transactions (as described in the final prospectus related to our initial
public offering), 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 initial business combination. For purposes of seeking approval of the majority
of our outstanding common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to 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 our 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 shares in open market transactions, potentially at
a loss.


 






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If
we seek stockholder approval in connection with our initial business combination, pursuant to the terms of a letter agreement entered
into with us, our sponsor and each member of our management team have agreed to vote their founder shares and any public shares purchased
during or after our initial public offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 15,000,001, or 37.5%, of the 40,000,000 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 (assuming all issued and outstanding
shares are voted). The other members of our management team have entered into a letter agreement similar to the one entered into by our
sponsor with respect to any public shares acquired by them in or after our initial public offering. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we have not completed 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 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, 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 stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide
for claims of creditors and the requirements of other applicable law. Our sponsor and members of our management team have entered into
letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account
with respect to their founder shares if we do not complete an initial business combination within 24 months from the closing of our initial
public offering. However, if our sponsor or members of our management team acquire public shares in or after our initial public offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our
initial business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each
class of shares, 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 public stockholders 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 (less up to $100,000
of interest to pay dissolution expenses) 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 common stock and, except as described below, are identical to the shares of our Class A
common stock, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors
have entered into letter agreements with us, pursuant to which they have agreed (A) to waive their redemption rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination, (B) to waive their
redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to provide holders
of shares of Class A common stock the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we have not completed an initial business combination within 24 months from the closing of our initial public
offering or with respect to any other provisions relating to the rights of holders of Class A common stock and (C) to waive their
rights to liquidating distributions from the trust account with respect to its founder shares if we do not complete 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 do not complete our initial business combination within such
time period, (iii) the founder shares will automatically convert into Class A common stock at the time of our initial business
combination as described herein and in our amended and restated certificate of incorporation, and (iv) prior to the completion of
our initial business combination, only our founder shares will have the right to vote on the election of our directors. If we submit
our initial business combination to our public stockholders for a vote, our sponsor and each member of our management team have agreed
to vote their founder shares and any public shares purchased during or after our initial public offering in favor of our initial business
combination.


 






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The
founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion
of our initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion
of all founder shares will equal, on an as-converted basis, 20% of the sum of (i) the total number of shares of our Class A
common stock issued and outstanding upon completion of our initial public offering, plus (ii) the total number of shares of our
Class A common stock 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 completion of the initial business combination, excluding any
shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common
stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor
upon conversion of working capital loans. In no event will the shares of our Class B common stock convert into shares of our Class A
common stock at a rate of less than one to one.


 


Except
as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder
shares until the earlier of (a) one year after the completion of our initial business combination, or (b) the date on which
we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after our initial business combination
that results in all of our stockholders having the right to exchange their shares of our Class A common stock 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 throughout this exhibit as the lock-up. Notwithstanding the foregoing,
if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock 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, the converted Class A common stock will be released from
the lock-up.


 


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


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations,
powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder approval, issue shares of 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 shares of 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
shares of preferred stock issued and 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.


 






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Warrants


 


Public
Stockholders’ Warrants


 


Each
whole 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 one year from the closing of our initial public offering and
30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement
under the Securities Act covering the shares of the Class A common stock issuable upon exercise of the warrants and a current prospectus
relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified
in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws
of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of our Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder.
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
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, or a valid exemption from registration is available. No warrant will be exercisable and
we will not be obligated to issue a share of our Class A common stock upon exercise of a warrant unless the share of our 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 our Class A common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A common stock issuable upon exercise of the warrants. 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 thereto, until the expiration or redemption of the warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable
upon exercise of the warrants is not effective by the 60th business 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. In addition, if our Class A common stock 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 our 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 elect to do so, we will not be required
to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise
price by surrendering warrants in exchange for a number of shares of our Class A common stock equal to the lesser of (A) the
quotient obtained by dividing (x) the product of (a) the number of shares of our Class A common stock underlying the warrants
and (b) the excess of the “fair market value” over the exercise price of the warrants by (y) such fair market value
and (B) the product of the number of warrants surrendered and 0.361, subject to adjustment. The “fair market value” shall
mean the volume weighted average price of the shares of our Class A common stock 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.


 






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


 


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% (as specified by the holder)
of the Class A common stock issued and outstanding immediately after giving effect to such exercise.


 


Redemption
of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00.


 


Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement
warrants):


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.01 per warrant;



 


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



 


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



 


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. However, we will not redeem the warrants unless an effective
registration statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants
is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption
period.


 


We
have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any
such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise
price for each warrant being exercised. However, the price of the Class A common stock may fall below the $18.00 redemption trigger
price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
the heading “—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50
(for whole shares) warrant exercise price after the redemption notice is issued.


 






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Redemption
of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00.    Once the warrants
become exercisable, we may redeem the outstanding warrants:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            $0.10 per warrant;



 


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



 


		●	if,
                                            and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments
                                            to the number of shares issuable upon exercise or the exercise price of a warrant as described
                                            under the heading “—Warrants—Public Stockholders’ Warrants—Anti-dilution
                                            Adjustments”); and



 


		●	if
                                            the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number
                                            of shares issuable upon exercise or the exercise price of a warrant as described under the
                                            heading “—Warrants—Public Stockholders’ Warrants—Anti-dilution
                                            Adjustments”), the private placement warrants must also be concurrently called for
                                            redemption on the same terms (except as described above with respect to a holder’s
                                            ability to exercise its warrants on a “cashless” basis) 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 shares of our Class A common stock that a warrant holder
will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants
and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume-weighted average price of our
Class A common stock as reported 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 shares of Class A common stock shall include a security other than shares of Class A
common stock into which the shares of Class A common stock have been converted or exchanged for in the event we are not the surviving
company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares
of our Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial
business combination.


 


The
stock 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.


 






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	Redemption
    Date (period to expiration of warrants)	 	Fair
    Market Value of Our Class A Common stock
	≤$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


 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of shares of our Class A
common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day
year, as applicable. For example, if the volume-weighted average price of our Class A common stock as reported 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 shares of Class A common stock for each whole warrant. For an example where the exact fair market
value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A common stock
as reported 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 shares of Class A common stock for each whole warrant. In no event
will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock 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 shares of Class A common stock.


 


This
redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock are trading
at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise price
of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants
having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants When the Price per Share of
Our Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption
pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed
volatility input as of the date 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.


 






    8


     


    

 


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


 


Anti-dilution
Adjustments.    If the number of outstanding shares of our Class A common stock is increased by a stock
capitalization or stock dividend paid in shares of our Class A common stock to all or substantially all holders of Class A
common stock, or by a split-up of Class A common stock or other similar event, then, on the effective date of such stock capitalization
or stock dividend, split-up or similar event, the number of shares of our 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 made to all
or substantially all holders of common stock entitling holders to purchase Class A common stock at a price less than the “historical
fair market value” (as defined below) will be deemed a stock dividend of a number of shares of our Class A common stock equal
to the product of (i) the number of shares of our Class A common stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and
(ii) one minus the quotient of (x) the price per share of our Class A common stock 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
shares of our 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) “historical
fair market value” means the volume-weighted average price of shares of our Class A common stock as reported during the 10
trading day period ending on the trading day prior to the first date on which the 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 to all or substantially all of the holders of the
Class A common stock a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders
of our Class A common stock on account of such shares of Class A common stock (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 shares of Class A common stock 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 shares of our Class A common stock 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 our Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights
of the holders of our Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of
incorporation (A) to modify the substance or timing of our obligation to provide holders of shares of Class A common stock 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 Class A common stock, (e) as a result of the repurchase of shares of Class A
common stock if a proposed initial business combination is presented to our stockholders for approval, or (f) 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 our Class A common stock in respect of such event.


 






    9


     


    

 


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


 


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


 


In
addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per
share of our 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 sponsor or its affiliates, without taking into account any founder shares held
by our sponsor 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 completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading
price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete
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, and the $10.00
and $18.00 per share redemption trigger prices described above under “—Redemption of Warrants When the Price per Share of
Our Class A Common Stock Equals or Exceeds $10.00” and “—Redemption of Warrants When the Price per Share of Our
Class A Common Stock Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the
higher of the Market Value and the Newly Issued Price, respectively.


 


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


 






    10


     


    

 


The
warrants were 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 to cure
any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding public
warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement,
which is filed as an exhibit to our Annual Report on Form 10-K, for a complete description of the terms and conditions applicable to
the warrants.


 


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


 


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. See “Risk Factors—Our warrant agreement will designate the courts of the State of New York or the United
States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings
that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum
for disputes with our company.” 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


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to
limited exceptions as described in the final prospectus related to our initial public offering under “Principal Stockholders—Transfers
of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with
the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by our sponsor
or its permitted transferees (except as otherwise set forth herein). Except as described below, the private placement warrants have terms
and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering. 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 being sold in
our initial public offering.


 






    11


     


    

 


Our
sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described
under “Description of Securities—Warrants—Redemption of Warrants When the Price per Share of Our Class A Common
Stock Equals or Exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they
would pay the exercise price by surrendering his, her or its warrants in exchange for a number of shares of our Class A common stock
equal to the quotient obtained by dividing (x) the product of (a) the number of shares of our Class A common stock underlying
the warrants and (b) the excess of the “historical fair market value” (defined below) over the exercise price of the warrants
by (y) such historical fair market value. For these purposes, the “historical fair market value” shall mean the average
last reported sale 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 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 expect to 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 stockholders
who could exercise their warrants and sell the shares of our Class A common stock 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 loan us funds as may be required, although they
are under no obligation to advance funds or invest in us. 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 common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. 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 claims and losses due to any gross negligence or intentional misconduct of
the indemnified person or entity.


 






    12


     


    

 


Amended
and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains provisions designed to provide certain requirements and restrictions relating
to our initial public offering that apply to us until the completion of our initial business combination. These provisions cannot be
amended without the approval of the holders of 65% of our common stock. Our sponsor and its permitted transferees, if any, who collectively
beneficially own 20% of our common stock upon the closing of our initial public offering, 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 have not completed 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, 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 stockholders’
                                            rights as stockholders (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 stockholders and our board of directors, liquidate and dissolve,
                                            subject in each case to our obligations under Delaware law to provide for claims of creditors
                                            and the requirements of other applicable law;



 


		●	Prior
                                            to or in connection with our initial business combination, we may not issue additional securities
                                            that would entitle the holders thereof to (i) receive funds from the trust account or
                                            (ii) vote on our initial business combination or on any other proposal presented to
                                            stockholders prior to or in connection with the completion of an initial business combination;



 


		●	Although
                                            we do not intend to enter into a business combination with a target business that is affiliated
                                            with our sponsor, our directors or our executive 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 an independent valuation
                                            or appraisal firm that such a 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;



 


		●	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
                                            by us on the income earned on the trust account) at the time of the agreement to enter into
                                            the initial business combination;



 


		●	If
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            that would affect the substance or timing of our obligation to provide holders of shares
                                            of Class A common stock 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 an initial
                                            business combination within 24 months from the closing of our initial public offering, or
                                            with respect to any other provisions relating to the rights of holders of Class A common
                                            stock, we will provide our public stockholders with the opportunity to redeem all or a portion
                                            of their 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,
                                            if any (less up to $100,000 of interest to pay dissolution expenses) 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 with another blank check company or
                                            a similar company with nominal operations.



 


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


 






    13


     


    

 


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


 


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


 


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



 


		●	an
                                            affiliate of an interested stockholder; or



 


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



 


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, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors,
officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended
and restated bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal
affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court
of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of
Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following
such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, 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 Delaware law in the types of lawsuits to
which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may
have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived
our compliance with federal securities laws and the rules and regulations thereunder.


 






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Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers. Additionally, unless we consent in writing to the selection of an alternative forum, the federal
district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act against us or any of our directors, officers, other employees or agents. However, there is uncertainty
as to whether a court would enforce the exclusive forum provisions relating to causes of actions arising under the Securities Act.


 


Special
Meeting of Stockholders


 


Our
amended and restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors
or by our Chairman.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
amended and restated 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 amended and restated bylaws
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 our 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 our Class B common stock then outstanding, voting separately as a single class, amend, alter
or repeal any provision of our amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such
amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special
rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of our 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 our Class B common stock were
present and voted.


 






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Securities
Eligible for Future Sale


 


We
have 50,000,000 shares of common stock issued and outstanding on an as-converted basis. Of these shares, 40,000,000 shares of Class A
common stock are freely tradable without restriction or further registration under the Securities Act, except for any Class A common
stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding 10,000,000
founder shares and all of the 7,333,333 outstanding private placement warrants are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. These restricted securities will be subject to registration
rights as more fully described below under “—Registration Rights.”


 


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 12 months (or
such shorter period as we were required to file reports) preceding the sale.


 


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 shares of common stock then outstanding, which equals 500,000 shares
                                            immediately after our initial public offering; or



 


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



 


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


 


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


 


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


 


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



 


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



 


		●	the
                                            issuer of the securities has filed all Exchange Act reports and material required to be filed,
                                            as applicable, during the preceding 12 months (or such shorter period that the issuer was
                                            required to file such reports and materials), other than 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, our sponsor will be able to sell its founder shares and private placement warrants, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.


 






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Registration
and Stockholder Rights


 


The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and
any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion
of working capital loans) are entitled to registration rights pursuant to a registration and stockholder 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 stockholders 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 shares of our Class A common stock 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 and our directors and executive officers have agreed not to transfer, assign or sell any of their founder
shares until the earlier of (a) one year after the completion of our initial business combination, and (b) the date on which
we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after our initial business combination
that results in all of our stockholders having the right to exchange their shares of our Class A common stock 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 throughout this exhibit as the lock-up. Notwithstanding the foregoing,
if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
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, the converted shares of our Class A common stock will be released
from the lock-up.


 


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


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on the NYSE under the symbol “AAQC.U”, “AAQC” and “AAQC
WS,” 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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