Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock, $0.0001 par value each, including
300,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares
of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more particularly
in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is
important to you.


 


Units


 


Each unit sold in our initial public offering on
November 19, 2021consists of one 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 Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company’s Class A
common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder
holds one-half of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant
holder holds one whole warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50
per share. Holders have the option to continue to hold units or separate their units into the component securities. Holders will need
to have their brokers contact our transfer agent in order to separate the units into Class A common stock and warrants. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless a warrant holder purchased
at least two units, you will not be able to receive or trade a whole warrant.


 


Our sponsor has purchased, pursuant to a written
agreement, an aggregate of 1,350,000 private placement units on November 19, 2021. Each private placement unit consists of one share of
Class A common stock and one-half of one warrant. Each whole warrant is exercisable to purchase one whole share of common stock
at $11.50 per share. Our sponsor and its permitted transferees will not have redemption rights or liquidating distributions from the trust
account with respect to the founder shares, private placement shares or private placement warrants, which will expire worthless if we
do not consummate a business combination within 18 months from the closing of our initial public offering or any extended period
of time that we may have to consummate an initial business combination including (a) an additional three months for a total of up to 21 months,
by depositing into the trust account an amount equal to $0.10 per unit or (b) for an additional period as a result of a stockholder vote
to amend our amended and restated certificate of incorporation (in each case, an “Extension Period”).


 


Common Stock


 


As of February 9, 2022, 41,800,000 shares of our
common stock are outstanding, consisting of:


 


		●	31,350,000 shares of our Class A common stock; and



 


		●	10,450,000 shares of our Class B common stock, or founder
shares.



 


After the issuance of founder shares and private
placement of the private placement units, our initial stockholders and purchasers of the private placement units own approximately 28.2%
of the outstanding common stock.


 


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


 






     


     


    

 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 300,000,000 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 the NYSE 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 the NYSE. 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 calculated as of two business days prior to the
consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The amount
in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial
stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection with the
completion of our initial business combination. Unlike many special purpose acquisition companies that hold stockholder votes and conduct
proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash
upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by
law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with
the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender
offer documents to contain substantially the same financial and other information about our initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or
we decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition 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 shares of common stock
voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers, directors or their
affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if
a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes
of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval of our
initial business combination once a quorum is obtained.


 


If we seek stockholder approval of our initial business
combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with
respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent, which we refer to
as the “Excess Shares.”, without our prior consent. However, we would not be restricting our stockholders’ ability to
vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will
not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result,
such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to
sell their shares in open market transactions, potentially at a loss.


 






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If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors
have agreed to vote any founder shares and private placement shares they hold and any public shares purchased during or after our initial
public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder
shares and private placement shares, we would need 8,017,040, or 30.25%, of the 26,500,000 public
shares to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all
outstanding shares are voted). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they
vote for or against the proposed transaction, whether they participate in or abstain from voting, or whether they were a stockholder on
the record date for the stockholder meeting held to approve the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 18 months from the closing of our initial
public offering or during any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than 10 business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in
each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial
stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination within 18 months
from the closing of our initial public offering or during any Extension Period. However, if our initial stockholders or management team
acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we 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 shares, if any, having preference over the common stock.
Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock,
except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business
combination, subject to the limitations described herein.


 


Founder Shares and Private Placement Shares


 


The founder shares are designated as Class B
common stock. Except as described below, founder shares and private placement shares are identical to the shares of Class A common
stock included in the units being sold in our initial public offering, and holders of founder shares and private placement shares have
the same stockholder rights as public stockholders, except that (i) the founder shares and private placement shares are subject to
certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect
to any founder shares, private placement shares and public shares they hold in connection with the completion of our initial business
combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and public shares
they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify
the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination
within 18 months from the closing of our initial public offering or during any Extension Period or with respect to any other material
provisions relating to stockholders’ rights (including redemption rights) or pre-initial business combination activity and
(C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we
fail to complete our initial business combination within 18 months from the closing of our initial public offering or during any
Extension Period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within such time period, and (iii) the founder shares are automatically
convertible into Class A common stock upon the consummation of our initial business combination on a one-for-one basis, subject
to adjustment as described herein and in our amended and restated certificate of incorporation. If we submit our initial business combination
to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, private placement shares and
any public shares purchased during or after our initial public offering in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as
provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed
issued in excess of the amounts offered in our initial public offering and related to the closing of the initial business combination,
the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless
the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such
issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B
common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock
outstanding (including the private placement shares) upon completion of our initial public offering plus all shares of Class A common
stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excluding any shares
or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent units
and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot determine at this
time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment
to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are
part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions
of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders
of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment
is waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues
in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon
the conversion or exercise of convertible securities, warrants or similar securities.


 


With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our initial
holders, each of whom will be subject to the same transfer restrictions) until the earlier to occur of: (i) one year after the completion
of our initial business combination; (ii) subsequent to our initial business combination, if the last reported sale price of the
Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination; and (iii) the date following the completion of our initial business combination 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
authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors 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 of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and
other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares 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 were issued or registered in our initial public offering.


 






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Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of 12 months from the closing of our initial public offering or 30 days after the completion of
our initial business combination. 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. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless a holder purchases a multiple of two units, the number of warrants
issuable to such holder upon separation of the units will be rounded down to the nearest whole number of warrants.


 


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


 


We 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 30 days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration
statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of
the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following the
closing of our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon
exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement
and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would
pay the exercise price by surrendering each such warrant for that number of shares of Class A common stock per warrant equal to the
quotient obtained by dividing the product of the number of shares of Class A common stock underlying the warrants, multiplied by
difference between the exercise price of the warrant and the “fair market value” of our shares of Class A common stock
(defined in the next sentence) over the exercise price of the warrants by the fair market value. The “fair market value” in
such case shall mean the volume weighted average price of the shares of Class A common stock for the 10 trading days prior to
the date on which the notice of exercise is received by the warrant agent.


 


If shares of Class A common stock are at the
time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who
exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
as set forth in the prior paragraph, and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement and will use our best efforts to register or qualify the shares of Class A common stock under applicable blue sky laws
to the extent an exemption is not available.


 






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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder; and



 


		●	if, and only if, the reported last reported sale price of
our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like, and in connection with certain issuances with an effective price below $9.20 per share of Class A common stock as
further described below) for any 20 trading days within a 30-trading day period ending three trading days before we send
the notice of redemption to the warrant holders.



 


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


 


We have established the last of the redemption criteria
discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to
exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00
redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, and in connection
with certain issuances with an effective price below $9.20 per share of Class A common stock as further described below) as well
as the $11.50 warrant exercise price after the redemption notice is issued.


 


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


 


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


 






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If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A
common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of
shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of
Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A
common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A
common stock) and (ii) one (1) minus the quotient of the price per share of Class A common stock paid in such rights offering
divided by 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 considered 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) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do
not complete our initial business combination within 18 months from the closing of our initial public offering or during any Extension
Period or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash
and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.


 






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


 


In addition, if we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates,
without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, inclusive of 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 (as defined in the warrant agreement) 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 (as defined in the
warrant agreement), and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price.


 


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


 


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


 


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


 


Private Placement Warrants


 


The private placement warrants (including the Class A
common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among other limited exceptions, to our officers and directors and other
persons or entities affiliated with or related to our sponsor, each of whom will be subject to the same transfer restrictions) and they
will not be redeemable by us so long as they are held by our sponsor or their respective permitted transferees. Except as described below,
the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in
our initial public offering, including as to exercise price, exercisability and exercise period.


 






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Our sponsor has 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, among other limited exceptions, to
our officers and directors and other persons or entities affiliated with or related to our sponsor, as applicable, each of whom will be
subject to the same transfer restrictions.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. 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 or intentional misconduct 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 the any monies in the trust account or
interest earned thereon.


 


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 cannot be amended without the approval of the holders of 65% of our common stock. Our initial
stockholders, who collectively beneficially own 25% of our common stock as of the date hereof (including the private shares), 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 from the closing of our initial public offering or during any Extension Period, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter,
redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases
subject to the requirements of other applicable law;



 






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		●	Prior to our initial business combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a
class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated
certificate of incorporation to extend the time we have to consummate a business combination beyond 18 months from the closing of
our initial public offering or during any Extension Period or amend the foregoing provisions;



 


		●	Although we do not intend to enter into a business combination
with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing
so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions 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. Whether
or not we maintain our registration under the Exchange Act or our listing on the NYSE, we will provide our public stockholders with
the opportunity to redeem their public shares by one of the two methods listed above;



 


		●	So long as we obtain and maintain a listing for our securities
on the NYSE, the NYSE rules require that we must not consummate an initial business combination with one or more operating businesses
or assets with a fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions
and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination;



 


		●	If our stockholders approve an amendment to our amended and
restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we do
not complete our initial business combination within 18 months from the closing of our initial public offering or during any Extension
Period, or with respect to any other material provisions relating to stockholders’ rights (including redemption rights) or pre-initial business
combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common
stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number
of then outstanding public shares, subject to the limitations described herein; and



 


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



 


In addition, our amended and restated certificate of incorporation
provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 upon consummation of our initial business combination and after payment of underwriters’ fees and commissions.


 






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


 


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


 


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



 


		●	an affiliate of an interested stockholder; or



 


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



 


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


 


		●	our board of directors approves the transaction that made
the stockholder an “interested stockholder,” prior to the date of the transaction;



 


		●	after the completion of the transaction that resulted in
the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the
transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the initial
business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent,
by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 


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


 


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


 


Exclusive forum for certain lawsuits


 


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


 






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Notwithstanding the foregoing, our amended and restated
certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder.


 


Additionally, unless we consent in writing to the
selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 22 of
the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court
would enforce these exclusive forum provisions, and the enforceability of similar choice of forum provisions in other companies’
charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions
are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum
provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Any person or
entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions;
however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.


 


Special meeting of stockholders


 


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


 


Advance notice requirements for stockholder proposals
and director nominations


 


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90 day nor earlier than the
opening of business on the 120 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


 


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


 


Classified Board of Directors


 


Our board of directors will initially be 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 will provide that the authorized number of directors may be changed only by resolution
of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any
time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares
of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board
of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of
our directors then in office.


 






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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 41,800,000 shares of common stock outstanding.
Of these shares, the 31,500,000 shares of Class A common stock sold as part of units in our initial public offering will be freely
tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased by one
of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining founder shares and all of the outstanding
private placement units will be restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter
period as we were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted shares
or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


		●	1% of the total number of shares of common stock then outstanding;
or



 


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



 


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


 






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


 


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


 


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



 


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



 


		●	the issuer of the securities has filed all Exchange Act
reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer
was required to file such reports and materials), other than Form 8-K reports; and



 


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



 


As a result, our initial stockholders will be able
to sell their founder shares and private placement units (including component securities contained therein), as applicable, pursuant to
Rule 144 without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the (i) founder shares, which
were issued in a private placement prior to the closing of our initial public offering , (ii) private placement units (including
securities contained therein), which were issued in a private placement simultaneously with the closing of our initial public offering,
and (iii) private placement-equivalent units (including securities contained therein) that may be issued upon conversion of
working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to
our registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands,
that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to our completion of our initial business combination. 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 public warrants
are listed on the NYSE under the symbol “SUAC.U,” “SUAC,” and “SUAC.W,” respectively.


 


 


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