Exhibit 4.5


      

         

    

    
      
        DESCRIPTION OF SECURITIES

         

      

      
        Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 150,000,000 shares of Class
          A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital
          stock. Because it is only a summary, it may not contain all the information that is important to you.

         

      

      
        Units

        

           

      

      
        Each unit has an offering price of $10.00 and consists of one whole share of Class A common stock and one-half of one redeemable
          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 this prospectus. Pursuant to the warrant agreement, a warrant holder
          may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units
          and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.

         

        The Class A common stock and warrants comprising the units began separate trading on [     ], 2021. Because the shares of Class A common
          stock and warrants have commenced separate trading, holders will 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

         

      

      
        As of December 31, 2021, 22,551,875 shares of our common stock were outstanding, consisting of:

         

      

      	 	•	
              18,041,500 shares of our Class A common stock; and

            


       

      	 	•	
              4,510,375 shares of Class B 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 will be 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 out
          of funds legally available therefor.

         

        Because our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of 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 Class A common stock which we are 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.

         

        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 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 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 franchise and income taxes as well as expenses relating to the administration of the trust account, divided by the number of then issued and outstanding
          public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.10 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 underwriter. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our
          founder, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (i) their redemption rights with respect to any founder shares and any public shares held by them in connection with the
          completion of our initial business combination and (ii) their redemption rights with respect to any founder shares and public shares held by them 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 allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months, or 24
          months if we have signed a definitive agreement with respect to an initial business combination within such 18-month period (or up to 24 months if we extend the period of time to consummate a business combination) from July 30, 2021 or (B) with
          respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. 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 rules, if a stockholder vote is not required by
          applicable law or stock exchange rules 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, stockholder approval of the transaction is required by applicable law or stock exchange
          rules, 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 voted are voted in favor of the 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. However, the participation of our founder, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), 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 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 quorum and voting thresholds, and the voting agreement of our sponsor, 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 this offering, 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 business combination, and, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such
          shares would be required to sell their stock in open market transactions, potentially at a loss.

         

      

      
        
          


      

      
        If we seek stockholder approval in connection with our initial business combination, our initial stockholders have agreed to vote their
          founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 6,562,501, or 37.5%, of the 17,500,000
          public shares sold in this offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved (assuming the underwriter’s over-allotment option is not exercised).
          Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).

         

        Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
          18 months, or 24 months if we have signed a definitive agreement with respect to an initial business combination within such 18-month period (or up to 24 months if we extend the period of time to consummate a business combination) from the
          closing of this 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 franchise and income
          taxes as well as expenses relating to the administration of the trust account (less up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then issued and 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our founder,
          officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to
          complete our initial business combination within 18 months, or 24 months if we have signed a definitive agreement with respect to an initial business combination within such 18-month period (or up to 24 months if we extend the period of time to
          consummate a business combination) from the closing of this offering. However, if our initial stockholders acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to
          such public shares if we fail to complete our initial business combination within the prescribed time period.

         

        In the event of a liquidation, dissolution or winding up of the company after a business combination, our 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 public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the
          aggregate amount then on deposit in the trust account, upon the completion of our initial business combination, subject to the limitations described herein.

         

      

      
        Founder Shares

         

      

      
        The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, 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 contained in a letter agreement that our founder, officers and directors have entered into
          with us, as described in more detail below, (ii) pursuant to such letter agreement, our founder, officers and directors have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares held by them in
          connection with the completion of our initial business combination and (B) 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 the prescribed time period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within such time
          period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination, on a one-for-one basis, subject to adjustment
          pursuant to certain anti-dilution rights, as described herein and (iv) are subject to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote any
          founder shares held by them and any public shares purchased during or after this offering in favor of our initial business combination.

         

      

      
        
          


      

      
        The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
          combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions), 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 this prospectus and related to the closing of the business combination, including pursuant to a specified future
          issuance, 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 anti-dilution
          adjustment with respect to any such issuance or deemed issuance, including a specified future 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 issued and outstanding upon completion of this offering plus all shares of Class A common stock and equity-linked securities issued or deemed
          issued in connection with the business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares of Class B
          common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

         

        With certain limited exceptions, pursuant to such letter agreement, our initial stockholders 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) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals
          or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial
          business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common
          stock for cash, securities or other property.

         

      

      
        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 will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
          to the shares of each series. Our Board will be 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 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
          this offering.

         

      

      
        Warrants

         

        Public Stockholders’ Warrants

         

      

      
        Each whole warrant entitles the registered holder to purchase one whole 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 (i) July 30, 2022 and (ii) 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may exercise
          its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
          warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. 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, including in connection with a cashless exercise permitted as result of a notice of redemption described below under
          “Redemption of Warrants for Shares of Class A Common Stock”. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the issuance of
          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 are not registering 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 reasonable best efforts to file with the SEC, and within 60 business days following our initial
          business combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our reasonable best efforts to
          maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been
          declared effective by the 60th business day following the closing of the initial business combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of the initial business
          combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the shares of Class A
          common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.”

         

        Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
          exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in
          accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify the shares
          under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants in exchange 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 (as defined below) over the exercise price of the warrants by (y) the fair market
          value.

         

      

      
        Redemption of Warrants for Cash

         

      

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

         

      

      	

               	•	
              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 (the “30-day redemption period”) to each warrant holder; and

            


       

      	

               	•	
              if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third
                trading day prior to the date on which we send the notice of redemption to the warrant holders (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 “—Anti-dilution Adjustments”).

            


       

      
        
          


      

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

         

        We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
          call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise 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 adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
          the heading “—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

         

      

      
        Redemption of Warrants for Shares of Class A Common Stock

         

      

      
        Commencing 90 days after the warrants become exercisable, we may redeem the outstanding warrants (including both public warrants and
          private placement warrants):

         

      

      	

               	•	
              in whole and not in part;

            


       

      	

               	•	
              at a price equal to a number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the
                “fair market value” of our Class A common stock (as defined below) except as otherwise described below;

            


       

      	

               	•	
              upon a minimum of 30 days’ prior written notice of redemption;

            


       

      	

               	•	
              if, and only if, the Reference Value (as defined above under “—Redemption of warrants for cash”) 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 “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”) on the trading day
                prior to the date on which we send the notice of redemption to the warrant holders; and

            


       

      	

               	•	
              if, and only if, the Reference Value (as defined above under “—Redemption of warrants for cash”) 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 “Description of Securities—Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”), the private
                placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above.

            


       

      
        During the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless
          basis. The numbers in the table below represent the “redemption prices,” or the number of shares of Class A common stock that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this
          redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date, determined for these purposes based on volume weighted average price of our Class A common stock during the ten trading days
          immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table
          below. We will provide our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends.

         

      

      
        
          


      

      
        Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock
          into which the 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 Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.

         

        The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares
          issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share
          prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment
          and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon
          exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will
          equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and
          (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise
          price of a warrant pursuant to such exercise price adjustment.

         

      

      	
              Redemption Date

              (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

            	
              ​

            	
              ​

            	
              0.184

            	
              ​

            	
              ​

            	
              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

            	
              ​

            	
              ​

            	
              0.329

            	
              ​

            	
              ​

            	
              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

            	
              ​

            	
              ​

            	
              0.176

            	
              ​

            	
              ​

            	
              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 Class A common stock to be issued for each warrant redeemed 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 day year. For example, if the volume weighted average price of our Class A common stock for 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, we may choose to, pursuant to
          this redemption feature, redeem the warrants at a “redemption price” of 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 for 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, we may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 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, we can redeem the warrants for no consideration in the event
          that the warrants are “out of the money” (i.e. the trading price of our Class A common stock is below the exercise price of the warrants) and about to expire.

         

           

      

      
        
          


      

      
        This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock is
          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 the warrants with an additional
          liquidity feature, which provides us with the flexibility to redeem the warrants for shares of Class A common stock, instead of cash, for “fair market value” without the warrants having to reach the $18.00 per share threshold to redeem the
          warrants for cash. Holders of the warrants will, in effect, receive a number of shares having a value reflecting a premium for their warrants, based on the “redemption price” as determined pursuant to the above table. We have calculated the
          “redemption prices” as set forth in the table above to reflect a premium in value as compared to the expected trading price that the warrants would be expected to trade. This redemption right provides us not only with an additional mechanism by
          which to redeem all of the outstanding warrants, in this case, for shares of Class A common stock, and therefore have certainty as to (i) our capital structure as the warrants would no longer be outstanding and would have been exercised or
          redeemed and (ii) the amount of cash provided by the exercise of the warrants and available to us, and also provides a ceiling to the theoretical value of the warrants as it locks in the “redemption prices” we would pay to warrant holders if we
          chose to redeem warrants in this manner. While we will effectively be required to pay a “premium” to warrant holders if we choose to exercise this redemption right, it will allow us to quickly proceed with a redemption of the warrants for shares
          of Class A common stock 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
          premium to the warrant holders. In particular, it would allow us to quickly redeem the warrants for shares of Class A common stock, without having to negotiate a redemption price with the warrant holders, which in some situations, may allow us to
          more quickly and easily close a business combination. And for this right, we are effectively agreeing to pay a premium to the warrant holders. In addition, the warrant holders will have the ability to exercise the warrants prior to redemption if
          they should choose to do so.

         

        As stated above, we can redeem the warrants when the Class A common stock is 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 a premium (in the form of shares of Class A common stock). If we choose to redeem the
          warrants when the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received if they had chosen to
          wait to exercise their warrants for shares of Class A common stock if and when such shares of Class A common stock were trading at a price higher than the exercise price of $11.50. No fractional shares of Class A common stock will be issued upon
          redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. We will provide
          our warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends.

         

        If we call the warrants for redemption for cash 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 in exchange for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
          common stock underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the average reported 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 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. If we call our warrants for redemption and our management does not take advantage of this option, our initial stockholders and their respective permitted transferees would still be entitled to exercise their private
          placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as
          described in more detail below.

         

      

      
        
          


      

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

         

        Anti-dilution Adjustments. If the number of issued and 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 issued and 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) multiplied by (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 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) any cash
          dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A 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 for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions equal
          to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A 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 (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or redeem 100% of
          our public shares if we do not complete our initial business combination within 18 months, or 24 months if we have signed a definitive agreement with respect to an initial business combination within such 18-month period (or up to 24 months if we
          extend the period of time to consummate a business combination) from July 30, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption
          of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market
          value of any securities or other assets paid on each share of Class A common stock in respect of such event.

         

        If the number of issued and 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 issued and 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 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 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 and, in the
          case of any such issuance to our initial stockholders or their respective affiliates, without taking into account any founder shares held by them, 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described
          above under “—Redemption of warrants for shares of Class A common stock” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
          above under “—Redemption of warrants for cash” and “—Redemption of warrants for shares of Class A common stock” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

         

        In case of any reclassification or reorganization of the issued and 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 issued and 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 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 merger or consolidation, 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 merger or consolidation 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.

         

        Additionally, 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 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 warrants were 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, which is filed as an exhibit to this Annual Report on Form 10-K, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides
          that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision or (ii) adding or changing any other provisions with
          respect to matters or questions arising under the warrant agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the registered holders of the warrants under the warrant
          agreement and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding public warrants; provided that if an amendment adversely affects the private placement warrants in a different
          manner than the public warrants or vice versa, then the vote or written consent of the registered holders of 65% of the public warrants and 65% of the private placement warrants, voting as separate classes, shall be required.

         

        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 or 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.

         

      

      
        Private Placement Warrants

         

      

      
        Pursuant to a letter agreement with us, our initial stockholders have agreed not to transfer, assign or sell any private placement
          warrant (including the Class A common stock issuable upon exercise of the private placement warrants) until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under the section of
          this prospectus entitled “Principal Stockholders—Restrictions on Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor). The private placement warrants
          will not be redeemable by us for cash and will be exercisable on a cashless basis (as described above under “—Redemption of warrants for shares of Class A common stock”) so long as they are held by our initial stockholders or their respective
          permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, including as to exercise price, exercisability and exercise
          period, and may be redeemable by us for shares of Class A common stock as described above under “—Public Stockholders’ Warrants”. If the private placement warrants are held by holders other than the initial stockholders or their respective
          permitted transferees, the private placement warrants will be redeemable by us for cash and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.

         

        Except as described above under “—Redemption of warrants for shares of Class A common stock”, if holders of the private placement
          warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants in exchange 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” shall mean the
          average reported 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 the initial stockholders or their 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 prohibit insiders from selling our securities except during specific
          periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public
          stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to
          exercise such warrants on a cashless basis is appropriate.

         

      

      
        
          


      

      
        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 warrants at a price of $1.00 per warrant at the option of the lender. Such
          warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

         

        Our initial stockholders have agreed not to transfer, assign or sell any of the private 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 as described under the section of this prospectus
          entitled “Principal Stockholders—Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our founder, officers and directors and other persons or entities affiliated with our founder.

         

      

      
        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 conditions 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 at such time. In addition, our Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable
          future, except if we increase the size of the offering, in which case we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder
          shares by our initial stockholders prior to this offering at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering. 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.

         

        Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any
          kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification
          provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against any monies in the trust account or interest earned thereon.

         

      

      
        Our Amended and Restated Certificate of Incorporation

         

      

      
        Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public
          offering that will apply to us until the completion of our initial business combination. These provisions (other than amendments relating to provisions governing the election or removal of directors prior to our initial business combination,
          which require the approval of a majority of at least 90% of the outstanding shares of our common stock voting in a stockholder meeting) cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders
          will participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other
          things, that:

         

      

      
        
          


      

      	 	•	
              If we are unable to complete our initial business combination within 18 months, or 24 months if we have signed a definitive agreement with respect to
                an initial business combination within such 18-month period (or up to 24 months if we extend the period of time to consummate a business combination) from July 30, 2021, we will (i) cease all operations except for the purpose of winding up,
                (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
                on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration of the trust account
                (less up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then issued and 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, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

            


       

      	 	•	
              Prior to 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 a business combination with a target business that is affiliated with our sponsor, our directors or our
                officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an
                independent accounting 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
                our net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions held in 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 (A) to modify the substance or timing of our
                obligation to allow redemption in connection with our initial business combination or redeem 100% of our public shares if we do not complete our initial business combination within 18 months, or 24 months if we have signed a definitive
                agreement with respect to an initial business combination within such 18-month period (or up to 24 months if we extend the period of time to consummate a business combination) from July 30, 2021 or (B) with respect to any other provision
                relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share
                price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes as well as
                expenses relating to the administration of the trust account, divided by the number of then issued and outstanding public shares; and

            


       

      	 	•	
              We will not complete our initial business combination with another blank check company or a similar company with nominal operations.

            


       

      
        
          


      

      
        In addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares
          in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of 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 upon completion of this 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 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 business combination is approved by our Board 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 authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval (including
          a specified future issuance) 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 provides that, unless we consent in writing to the selection of an alternative
          forum, the Court of Chancery of the State of Delaware (“Court of Chancery”) will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (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 of our directors, officers, employees or stockholders to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and
          restated certificate of incorporation or bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery or (iv) any action asserting a claim against us, our directors, officers, or employees that is governed by the internal affairs
          doctrine, provided that the exclusive forum provision will not apply to suits (a) brought to enforce any liability or duty created by the Securities Act or the Exchange Act, to any claim for which the federal courts have exclusive jurisdiction,
          (b) which the Court of Chancery determines that it does not have personal jurisdiction over an indispensable party, (c) for which exclusive jurisdiction is vested in a court or forum other than the Court of Chancery, or (d) the Court of Chancery
          does not have subject matter jurisdiction. Our amended and restated certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of
          America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Although we believe this provision benefits us by providing
          increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us and our
          directors, officers or other employees and may have the effect of discouraging lawsuits against our directors and officers.

         

      

      
        
          


      

      
        Special meeting of stockholders

         

      

      
        Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of our Board, 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 close 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 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. Under our amended and restated certificate of incorporation, holders of our founder shares will
          have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended
          and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled to vote thereon. Subject to any other special rights applicable to the stockholders, any vacancies on
          our Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

         

      

      
        Class B Common Stock Consent Right

         

      

      
        For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the
          holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our 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.

         

      

      
        
          


      

      
        Securities Eligible for Future Sale

         

      

      
        We have 22,551,875 shares of common stock outstanding. Of these shares, the 18,041,500 shares sold in our initial public offering are
          freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 4,510,375 shares and all
          8,012,450 private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering, and the shares of Class B common stock and private placement warrants are subject to
          transfer restrictions as set forth elsewhere in this Annual Report on Form 10-K.

         

      

      
        Rule 144

         

      

      
        Pursuant to Rule 144, a person who has beneficially owned restricted shares of our common stock 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 of our common stock 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 will equal 225,518 shares; or

            


       

      	 	•	
              the average weekly reported trading volume of the 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 materials required to be filed, as applicable, during the preceding 12 months (or
                such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

            


       

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

            


       

      
        
          


      

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

         

      

      
        Registration Rights

         

      

      
        The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans
          (and any shares of Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to
          registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities for resale (in the case of the founder shares, only after conversion to our
          Class A common stock). The holders of the majority 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 the completion of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the
          registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares,
          on the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as
          adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y)
          the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or
          other property and (ii) in the case of the private placement warrants and the respective 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.

         

      

      
        Listing of Securities

         

      

      
        Our units, Class A common stock and warrants are currently listing on Nasdaq under the symbols “MEACU,” “MEAC” and “MEACW,”
          respectively. The shares of our Class A common stock and warrants are listed separately and as a unit on Nasdaq.