Exhibit
4.2


 


DESCRIPTION
OF SECURITIES


 


As of December 31, 2021, Noble Rock Acquisition
Corporation (“we,” “our,” “us” or the “company”) had the following three classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, (ii) Class A ordinary shares,
par value $0.0001 per share, and (iii) redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an
exercise price of $11.50. Unless the context otherwise requires, references to our “sponsor” are to Noble Rock Sponsor
LLC and references to our “initial shareholders” are to our sponsor.


 


We are a Cayman Islands exempted company
(company number 364656) and our affairs are governed by our amended and restated memorandum and articles of association, the Companies
Act (As Revised) of the Cayman Islands (the “Companies Act”) and common law of the Cayman Islands. Pursuant to our
amended and restated memorandum and articles of association, we are authorized to issue 500,000,000 Class A ordinary shares, $0.0001
par value each, 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000 undesignated preferred shares, $0.0001
par value each. Because the below is only a summary, it may not contain all the information that is important to you.


 


Units


 


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


 


Holders have the option to continue to hold
their 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 ordinary shares and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination. No fractional warrants
were issued upon separation of the units and only whole warrants will trade.


 


Ordinary Shares


 


Class A ordinary shareholders and Class
B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and
vote together as a single class, except as required by law; provided, that, prior to our initial business combination, holders
of our Class B ordinary shares will have the right to appoint all of our directors and remove members of the board of directors
for any reason, and holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during
such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a special
resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. Unless specified
in the Companies Act, our amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative
vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders (other
than the appointment or removal of directors prior to our initial business combination), and, prior to our initial business combination,
the affirmative vote of a majority of our founder shares is required to approve the appointment or removal of directors. Approval
of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated memorandum
and articles of association; such actions include amending our amended and restated memorandum and articles of association and
approving a statutory merger or consolidation with another company. Directors are appointed for a term of two years. There is no
cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the founder
shares voted for the appointment of directors can appoint all of the directors prior to our initial business combination. Our shareholders
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 memorandum
and articles of association authorize the issuance of up to 500,000,000 Class A ordinary shares, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our initial business combination.


 


In accordance with corporate governance
requirements of The Nasdaq Stock Market LLC (“Nasdaq”), we are not required to hold an annual general meeting until
one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us
to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting prior to the consummation
of our initial business combination.


 


We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of
two business days prior to the consummation of our initial business combination, including interest (which interest shall be net
of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein.
The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial
owner must identify itself in order to validly redeem its shares. Our initial shareholders, directors and officers 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 and public shares held by them in connection with the completion of our initial business combination or certain amendments
to our amended and restated memorandum and articles of association. Permitted transferees of our initial shareholders, directors
or officers will be subject to the same obligations.


 


Unlike some blank check companies that hold
shareholder 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 listing requirements, if a shareholder vote is not required by applicable law or stock exchange
listing requirements and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended
and restated memorandum and articles of association, 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 memorandum
and articles of association require these tender offer documents to contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however,
a shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to
obtain shareholder approval for business or other reasons, we will, like some 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 shareholder
approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman
Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting
of the company. However, the participation of our sponsor, directors, officers, advisors or any of their affiliates in privately-negotiated transactions,
if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or
indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our issued
and outstanding ordinary shares, 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 agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination.


 


If we seek shareholder 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 memorandum and articles of association provide that a public shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the ordinary shares sold in our initial public offering (“IPO”), which we refer to as the “Excess Shares,”
without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption
distributions with respect to the Excess Shares if we complete the business combination. As a result, such shareholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open
market transactions, potentially at a loss.


 






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If we seek shareholder approval in connection
with our initial business combination, our initial shareholders have agreed (and their permitted transferees will agree), pursuant
to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor
of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations
on them with respect to public shares acquired by them, if any. Additionally, each public shareholder may elect to redeem its public
shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated memorandum
and articles of association, if we have not completed our initial business combination within 24 months from the closing of
our IPO, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not
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 (less up to $100,000 of interest to pay dissolution expenses and
which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating
distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law
to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders 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 their founder shares if we fail to complete our initial business combination within 24 months from the closing
of our IPO. However, if our initial shareholders or directors acquire public shares, 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 shareholders at such time will be entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of
shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders 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,
including interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject
to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as Class B
ordinary shares and are identical to the Class A ordinary shares included in the units sold in our IPO, and holders of founder
shares have the same shareholder rights as public shareholders, except that: (1) prior to our initial business combination, only
holders of the founder shares have the right to vote on the appointment of directors and holders of a majority of our founder shares
may remove a member of the board of directors for any reason; (2) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (3) our initial shareholders, directors and officers 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 public
shares held by them, as applicable, in connection with the completion of our initial business combination; (ii) their redemption
rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to 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 24 months from the closing of our IPO or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity; and (iii) 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 24 months from
the closing of our IPO (although they will be entitled to liquidating distributions from the trust account with respect to any
public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (4) the founder
shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described in more detail below; and (5) the founder shares are entitled to registration rights. If we submit our initial business
combination to our public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them
purchased during or after our IPO in favor of our initial business combination.


 






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The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on
a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities,
are issued or deemed issued in excess of the amounts issued in our IPO and related to the closing of our initial business combination,
the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of
a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect
to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B
ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding
upon the completion of our IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection
with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller
in our initial business combination. The term “equity-linked securities” refers to any debt or equity securities
that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection
with our initial business combination, including but not limited to a private placement of equity or debt.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our directors and officers and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of: (A) one year after the
completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the last reported
sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends,
rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their ordinary shares for cash, securities or other property.


 


Register of Members


 


Under Cayman Islands law, we must keep a
register of members and there shall be entered therein:


 


		●	the names and addresses of the members, a statement of
the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the
voting rights of the shares of each member;



 


		●	whether voting rights are attached to the share in issue;



 


		●	the date on which the name of any person was entered on
the register as a member; and



 


		●	the date on which any person ceased to be a member.



 






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Under Cayman Islands law, the register of
members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption
of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as
a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing
of our IPO, the register of members was updated to reflect the issue of shares by us. Once our register of members is updated,
the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against their name.
However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination
on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order
that the register of members maintained by a company should be rectified where it considers that the register of members does not
reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect
of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at
any time commencing on the later of 30 days after the completion of our initial business combination and 12 months from the
closing of our IPO, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder.
No fractional warrants were issued upon separation of the units and only whole warrants will trade. The warrants will expire five
years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.


 


We will not be obligated to deliver any
Class A ordinary shares 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 covering the issuance of the Class A ordinary shares issuable upon exercise of
the warrants is then effective and a current 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 a result of a notice of redemption described below under “— Redemption of warrants
when the price per Class A ordinary share equals or exceeds $10.00”. No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the
shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
is available. 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 the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.


 


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 commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class
A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same
to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with
the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary shares are, at the time of any exercise
of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each
holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market
value and (B) 0.361. The “fair market value” as used in the preceding sentence shall mean the volume weighted average
price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of
exercise is received by the warrant agent.


 






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Redemption of warrants when the price
per Class A ordinary share equals or exceeds $18.00.    Once the warrants become exercisable, we may redeem
the warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the last reported sale price of the Class
A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date
on which we send the notice of redemption to the warrant holders (which we refer to as 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 “— Redeemable Warrants — Public Shareholders’ Warrants —
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 Class A ordinary shares issuable upon
exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout
the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even
if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public
Shareholders’ Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise
price after the redemption notice is issued.


 


Redemption of warrants when the price per
Class A ordinary share equals or exceeds $10.00.    Once the warrants become exercisable, we may redeem the
outstanding warrants:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption
and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair
market value” of our Class A ordinary shares (as defined below) except as otherwise described below;



 


		●	if, and only if, the Reference Value (as defined above
under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”) 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 “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”);
and



 


		●	if the Reference Value is less than $18.00 per share (as
adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
the heading “— Redeemable Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”),
the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants,
as described above.



 






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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 number of Class A ordinary shares that a warrant holder will receive upon such cashless exercise in connection with
a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares
on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for
$0.10 per warrant), determined for these purposes based on volume weighted average price of our Class A ordinary shares during
the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the
number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the
table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day
period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares
have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers
in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the
warrants if we are not the surviving entity following our initial business combination.


 


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


 


	Redemption Date
	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    7


     


    

 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant
exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower
fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the volume weighted average price of our Class A ordinary shares during the 10 trading days immediately following
the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are
57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption
date are not as set forth in the table above, if the volume weighted average price of our Class A ordinary shares during the 10
trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50
per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection
with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will
the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant
(subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they
cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will
not be exercisable for any Class A ordinary shares.


 


This redemption feature differs from the
typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of
warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00
per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a time when the trading
price of our Class A ordinary shares is below the exercise price of the warrants. We have established this redemption feature to
provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set
forth above under “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a
number of shares for their warrants based on an option pricing model with a fixed volatility input. This redemption right provides
us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital
structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay
the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly
proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants
in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption
price to the warrant holders.


 


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


 


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


 






    8


     


    

 


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 Class A ordinary shares issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution Adjustments.    If
the number of issued and outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class
A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such
capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of
each warrant will be increased in proportion to such increase in the issued and outstanding Class A ordinary shares. A rights offering
made to holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined
below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (1) the number of Class A
ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A ordinary shares) and (2) one minus the quotient of (x) the price per Class
A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes, (1) if the rights offering
is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary
shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon
exercise or conversion and (2) “historical fair market value” means the volume weighted average price of Class
A ordinary shares during the 10-trading day period ending on the trading day prior to the first date on which the Class A ordinary
shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay to all or substantially all of the holders of Class A Ordinary Shares a dividend or
make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary
shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends
or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the
Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does
not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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 ordinary shares in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in
connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to 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 24 months from the closing of our IPO or (B) with respect
to any other provision relating to shareholders’ 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 Class A ordinary share in respect of such event.


 


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


 


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


 






    9


     


    

 


In addition, if (x) we issue additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its
affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such
issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60%
of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of
the completion of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our
Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate
our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the
warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00” and “— Redemption of warrants when the price per Class A ordinary
share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of
warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the issued and outstanding Class A ordinary shares (other than those described above or that solely affects the par value of
such Class A ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of our Class A ordinary shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares, stock or other equity 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 shareholders of the company as provided for in the company’s amended and restated memorandum
and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business
combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own
beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A
ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to
the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if
less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in
the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in
an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant.


 






    10


     


    

 


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. 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 correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms
of the warrants and the warrant agreement, or defective provision or (ii) adding or changing any provisions with respect to matters
or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that
the parties deem to not adversely affect the rights of the registered holders of the warrants and (b) all other modifications or
amendments require the vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect
to any amendment to the terms of the private placement warrants or working capital warrants or any provision of the warrant agreement
with respect to the private placement warrants, forward purchase warrants or working capital warrants, at least 65% of the then
outstanding private placement warrants or working capital warrants, respectively.


 


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


 


No fractional warrants were issued upon
separation of the units and only whole warrants will trade.


 


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.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our ordinary shares
and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors,
officers and employees against all liabilities, including judgments, costs and reasonable counsel fees 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.


 


Certain Differences in Corporate Law


 


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


 


Mergers and Similar Arrangements.    In
certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between
a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws
of that other jurisdiction).


 






    11


     


    

 


Where the merger or consolidation is between
two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain
prescribed information. That plan of merger or consolidation must then be authorized by either (a) a special resolution (usually
a majority of 66 2/3% in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such other
authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution
is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in
a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent
company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that
the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies
will register the plan of merger or consolidation.


 


Where the merger or consolidation involves
a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands
exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the
requirements set out below have been met: (1) that the merger or consolidation is permitted or not prohibited by the constitutional
documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those
laws and any requirements of those constitutional documents have been or will be complied with; (2) that no petition or other similar
proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company
in any jurisdictions; (3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction
and is acting in respect of the foreign company, its affairs or its property or any part thereof; and (4) that no scheme, order,
compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the
foreign company are and continue to be suspended or restricted.


 


Where the surviving company is the Cayman
Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the
effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign
company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud
unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign
company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived;
(b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company;
and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (3)
that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist
under the laws of the relevant foreign jurisdiction; and (4) that there is no other reason why it would be against the public interest
to permit the merger or consolidation.


 


Where the above procedures are adopted,
the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his or her shares upon
their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows:
(a) the shareholder must give his or her written objection to the merger or consolidation to the constituent company before the
vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his or her shares
if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation
is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection;
(c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company
a written notice of his or her intention to dissent including, among other details, a demand for payment of the fair value of his
or her shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven
days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the
surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his or her shares
at a price that the company determines is the fair value and if the company and the shareholder agrees to the price within 30 days
following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the
shareholder fails to agree to a price within such 30-day period, within 20 days following the date on which such 30-day period
expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the
fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom
agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court
has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company
upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company
may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder
are not to be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an
open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the
consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of
the surviving or consolidated company.


 






    12


     


    

 


Moreover, Cayman Islands law also has separate
statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, such schemes of
arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred
to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger
was sought pursuant to a scheme of arrangement (the procedures of which are more rigorous and take longer to complete than the
procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority
in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent
three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either
in person or by proxy at a general meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently
the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would
have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve
the arrangement if it is satisfied that:


 


		●	we are not proposing to act illegally or beyond the scope
of our corporate authority and we have complied with the statutory provisions as to majority vote;



 


		●	the shareholders have been fairly represented at the meeting
in question;



 


		●	the arrangement is such as a business-person would
reasonably approve; and



 


		●	the arrangement is not one that would more properly be
sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”



 


If a scheme of arrangement or takeover offer
(as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise
ordinarily be available to dissenting shareholders of U.S. corporations, providing rights to receive payment in cash for the judicially
determined value of the shares.


 


Squeeze-out Provisions.    When
a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror
may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer.
An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of
fraud, bad faith, collusion or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger,
reconstruction and/or an amalgamation may in some circumstances be achieved through other means to these statutory provisions,
such as a share capital exchange, asset acquisition or control, through contractual arrangements, of an operating business.


 


Shareholders’ Suits.    Maples
and Calder, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands
court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability
of such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim
against (for example) our directors or officers usually may not be brought by a shareholder. However, based both on Cayman Islands
authorities and on English authorities, which would in all likelihood be of persuasive authority and applied by a court in the
Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:


 


		●	a company is acting, or proposing to act, illegally or
beyond the scope of its authority;



 


		●	the act complained of, although not beyond the scope of
the authority, could be effected if duly authorized by more than the number of votes that have actually been obtained; or



 


		●	those who control the company are perpetrating a “fraud
on the minority.”



 






    13


     


    

 


A shareholder may have a direct right of
action against us where the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of Civil Liabilities.    The
Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors.
Additionally, Cayman Islands companies may not have standing to sue before the federal courts of the United States.


 


The courts of the Cayman Islands are unlikely
(1) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions
of the federal securities laws of the United States or any state and (2) in original actions brought in the Cayman Islands, to
impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States
or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there
is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands
will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits
based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum
for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands,
such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty,
inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a
manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands
(awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement
proceedings if concurrent proceedings are being brought elsewhere.


 


Special Considerations for Exempted Companies.    We
are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident
companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of
the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially
the same as for an ordinary company except for the exemptions and privileges listed below:


 


		●	an exempted company does not have to file an annual return
of its shareholders with the Registrar of Companies ;



 


		●	an exempted company’s register of members is not
open to inspection;



 


		●	an exempted company does not have to hold an annual general
meeting;



 


		●	an exempted company may issue shares with no par value;



 


		●	an exempted company may obtain an undertaking against the
imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);



 


		●	an exempted company may register by way of continuation
in another jurisdiction and be deregistered in the Cayman Islands;



 


		●	an exempted company may register as a limited duration
company; and



 


		●	an exempted company may register as a segregated portfolio
company.



 


“Limited liability” means that
the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional
circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other
circumstances in which a court may be prepared to pierce or lift the corporate veil).


 






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Our Amended and Restated Memorandum and
Articles of Association


 


Our amended and restated memorandum and
articles of association contain certain requirements and restrictions relating to our IPO that will apply to us until the completion
of our initial business combination. These provisions (other than amendments relating to provisions governing the appointment or
removal of directors prior to our initial business combination, which require the approval of a majority of at least 90% of our
ordinary shares attending and voting in a general meeting) cannot be amended without a special resolution. As a matter of Cayman
Islands law, a resolution is deemed to be a special resolution where it has been approved by either (1) holders of at least two-thirds (or
any higher threshold specified in a company’s articles of association) of a company’s ordinary shares at a general
meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so
authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders.
Other than as described above, our amended and restated memorandum and articles of association provide that special resolutions
must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting
(i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.


 


Our initial shareholders may participate
in any vote to amend our amended and restated memorandum and articles of association and will have the discretion to vote in any
manner they choose. Specifically, our amended and restated memorandum and articles of association provide, among other things,
that:


 


		●	if we have not completed our initial business combination
within 24 months from the closing of our IPO, we will: (1) cease all operations except for the purpose of winding up; (2)
as promptly as reasonably possible but not more than 10 business days thereafter, 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 (less up to $100,000 of
interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and
outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case
to our obligations under Cayman Islands 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 ordinary shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a
class with our public shares on any initial business combination;



 


		●	if a shareholder vote on our initial business combination
is not required by law and we do not decide to hold a shareholder vote for business or other 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;



 


		●	as long as our securities are listed on Nasdaq, our initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of
the assets held in trust (net of amounts disbursed to management for working capital purposes and excluding any deferred underwriting
fees and taxes payable on the income earned on the trust account);



 


		●	if our shareholders approve an amendment to our amended
and restated memorandum and articles of association (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 24 months from the closing of our IPO or (B) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem
all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares; and



 






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



 


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


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of
such company’s issued and outstanding ordinary shares attending and voting at a general meeting. A company’s articles
of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its
memorandum and articles of association provide otherwise. Accordingly, although we could amend any of the provisions relating to
our proposed offering, structure and business plan which are contained in our amended and restated memorandum and articles of association,
we view all of these provisions as binding obligations to our shareholders and neither we, nor our directors or officers, will
take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity
to redeem their public shares.


 


Anti-Money Laundering — Cayman Islands


 


If any person in the Cayman Islands knows
or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering
or is involved with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their
attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the
Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering,
or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law
(2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property.
Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by
any enactment or otherwise.


 


Data Protection — Cayman Islands


 


We have certain duties under the Data Protection
Act (As Revised) of the Cayman Islands (the “Data Protection Act”) based on internationally accepted principles of
data privacy.


 


In this subsection, “we”, “us,”
“our” and the “Company” refers to Noble Rock Acquisition Corporation or our affiliates and/or delegates,
except where the context requires otherwise.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders
on notice that through your investment in the company you will provide us with certain personal information which constitutes personal
data within the meaning of the Data Protection Act (“personal data”).


 


Investor Data


 


We will collect, use, disclose, retain and
secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during
the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required
to conduct our activities on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will
only transfer personal data in accordance with the requirements of the Data Protection Act, and will apply appropriate technical
and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal
data and against the accidental loss, destruction or damage to the personal data.


 






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In our use of this personal data, we will
be characterized as a “data controller” for the purposes of the Data Protection Act, while our affiliates and service
providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors”
for the purposes of the Data Protection Act or may process personal information for their own lawful purposes in connection with
services provided to us.


 


We may also obtain personal data from other
public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals
connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information,
signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number,
bank account details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited
partnerships) that provides us with personal data on individuals connected to you for any reason in relation to your investment
in the company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such
individuals or otherwise advise them of its content.


 


How the Company May Use
a Shareholder’s Personal Data


 


The Company, as the data controller, may
collect, store and use personal data for lawful purposes, including, in particular:


 


		(a)	where this is necessary for the performance of our rights
and obligations under any purchase agreements;



 


		(b)	where this is necessary for compliance with a legal and
regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements);
and/or



 


		(c)	where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for
other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your
Personal Data


 


In certain circumstances we may be legally
obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities
such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with
foreign authorities, including tax authorities.


 


We anticipate disclosing personal data to
persons who provide services to us and their respective affiliates (which may include certain entities located outside the US,
the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures
We Take


 


Any transfer of personal data by us or our
duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the Data
Protection Act.


 






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We and our duly authorized affiliates and/or
delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized
or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data
breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to
whom the relevant personal data relates.


 


Certain Anti-Takeover Provisions of Our
Amended and Restated Memorandum and Articles of Association


 


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


 


Listing of Securities


 


Our units, Class A ordinary shares and warrants
are listed on the Nasdaq under the symbols “NRACU,” “NRAC” and “NRACW,” respectively.


 


 


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