Exhibit 4.2


 





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


 


The following summary of the material terms
of the securities of New Providence Acquisition Corp. (“we,”“us,”“our” or “the company”)
is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference
to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company’s
Annual Report on Form 10-K for the year ended December 31, 2019 (the “Report”), and applicable Delaware law. We urge
you to read our amended and restated memorandum and articles of association in their entirety for a complete description of the
rights and preferences of our securities.


 


Certain Terms


 


Unless otherwise stated in this exhibit, or
the context otherwise requires, references to:


 


		•	“common stock” are to our Class A common stock and our Class B common stock, collectively;



 


		•	“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement
prior to our initial public offering, and the shares of our Class A common stock issued upon the conversion thereof as provided
herein;



 


		•	“initial stockholders” are to our sponsor and any other holders of our founder shares prior to our initial public
offering (or their permitted transferees);



 


		•	“management” or our “management team” are to our officers and directors;



 


		•	“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with
the closing of our initial public offering;



 


		•	“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering
(whether they were purchased in our initial public offering or thereafter in the open market);



 


		•	“public stockholders” are to the holders of our public shares, including, without limitation, our initial stockholders
and members of our management team to the extent our initial stockholders and/or members of our management team have purchased
public shares, provided that each initial stockholder’s and member of our management team’s status as a “public
stockholder” shall only exist with respect to such public shares;



 


		•	“public warrants” are to our redeemable warrants sold as part of the units in our initial public offering (whether
they are purchased in our initial public offering or thereafter in the open market), to the private placement warrants if held
by third parties other than our sponsor (or permitted transferees), and to any private placement warrants issued upon conversion
of working capital loans that are sold to third parties that are not initial purchasers or executive officers or directors (or
permitted transferees), in each case, following the consummation of our initial business combination;



 


		•	“sponsor” are to New Providence Management LLC, a Delaware limited liability company formed by our chairman and
our chief executive officer;



 


		•	“warrants” are to our redeemable warrants, which includes the public warrants as well as the private placement
warrants to the extent they are no longer held by the initial purchasers of the private placement warrants or their permitted transferees;
and



 


		•	“we,” “us,” “company” or “our company” are to New Providence Acquisition Corp



 






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General


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000
shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The
following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all
the information that is important to you.


 


Units


 


Each unit consists of one whole share of Class
A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of
our Class A common stock at a price of $11.50 per share, subject to adjustment as described in the registration statement on Form
S-1 (No. 333-233449). A warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.
This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued
and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade
a whole warrant.


 


The Class A Common Stock and Warrants began separate
trading on November 1, 2019. Holders of the Units have the option to continue to hold Units or separate their Units into the component
securities. Holders need to have their brokers contact our transfer agent in order to separate the Units into shares of Class A
Common Stock and Warrants.


 


Common Stock


 


Upon the closing of our initial public offering,
there were 28,750,000 shares of our common stock outstanding, consisting of:


 


•       23,000,000
shares of our Class A common stock underlying the Units being offered in our initial public offering; and


•       5,750,000
shares of Class B common stock held by our initial stockholders.


 


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of
the Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as
required by law. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable
provisions of the General Corporation Law of Delaware, as amended (the “DGCL”) or applicable stock exchange rules,
the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on
by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three
years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of
the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out
of funds legally available therefor. Prior to our initial business combination, only holders of our founder shares will have the
right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors
during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder
shares may remove a member of the board of directors for any reason.


 


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


 






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


 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released
to us to pay our franchise and income taxes, 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 approximately $10.00 per public share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our 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 and any public shares held by them in
connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of
public shares for cash upon completion of such initial business combinations even when a vote is not required by 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 Securities and Exchange Commission (“SEC”) prior to completing our initial
business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain
stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy
of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of
capital stock of the company entitled to vote at such meeting.


 


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


 


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


 






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If we seek stockholder approval in connection
with our initial business combination, our stockholders have agreed to vote their founder shares and any public shares purchased
after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial business
combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 8,625,001, or 37.5%,
of the 23,000,000 public shares sold in our initial public offering to be voted in favor of an initial business combination (assuming
all outstanding shares are voted) in order to have our initial business combination approved. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the
limitation described in the preceding paragraph).


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 18 months from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds
held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 18
months from the closing of our initial public offering. However, if our sponsor or members of our management acquire public shares
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 an initial business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having
preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our
initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical to the shares
of Class A common stock included in the units sold in our initial public offering, and holders of founder shares have the same
stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as
described in more detail below, (ii) our 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 and any public shares held by
them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to
their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation (x) to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 18 months from the closing of the initial public offering or (y) with respect
to any other provision relating to stockholders’ 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 held by them if we fail to complete
our initial business combination within 18 months from the closing of our initial public offering, although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within such time period, (iii) the founder shares are shares of our Class B common stock that will automatically
convert into shares of our Class A common stock at the time of our initial business combination, or at any time prior thereto at
the option of the holder, on a one-for-one basis, subject to adjustment as described herein, and (iv) are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed
to vote any founder shares held by them and any public shares purchased after our initial public offering (including in open market
and privately negotiated transactions) 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 the final prospectus and related to the closing
of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A
common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to
waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
20% of the sum of the total number of all shares of common stock outstanding upon completion of 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, and any private placement-equivalent warrants 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). Holders of founder shares may also
elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to
adjustment as provided above, at any time. 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 sponsor, each of whom are subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class
A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities
or other property.


 


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


 






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Dividends


 


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


 


Preferred Stock


 


Our amended and restated certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights
and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is
able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. We have no preferred stock outstanding on 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.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder
to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days after the completion
of our initial business combination. Pursuant to the warrant agreement, dated September 13, 2019, between the Company and Continental
Stock Transfer & Trust Company, a warrant holder may exercise its warrants only for a whole number of shares of Class A common
stock. You should review a copy of the warrant agreement, which has been filed with the SEC, for a complete description of the
terms and conditions applicable to the warrants. This means that only a whole warrant may be exercised at any given time by a warrant
holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless
you purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years
after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


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


 






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


 


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





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






 


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


 


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) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


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


 






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


 


If the number of outstanding shares of Class
A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class
A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number
of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the
outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase
shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares
of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class
A common stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering
divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable
for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means
the volume weighted average 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 (initially defined as up to $0.50 per
share in a 365 day period), (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 (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
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be
the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 






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In addition, if (x) we issue additional shares
of 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 (with such issue price or effective issue price to be determined
in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking
into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, 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.


 


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. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is
payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes
value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional
value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to
which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine and realize
the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value portion
of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes
model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.


 


The warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us and was entered into
at the closing of our initial public offering. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of
at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.


 


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


 


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


 






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Private Placement Warrants


 


The private placement warrants (including the
Class A common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until
30 days after the completion of our initial business combination (except, among other limited exceptions as described under the
section of the final prospectus relating to our initial public offering entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities
affiliated with our sponsor) and they are not redeemable by us so long as they are held by our sponsor or its permitted transferees.
Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. Except
as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold as
part of the units in our initial public offering, including as to exercise price, exercisability and exercise period. If the private
placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement warrants will
be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units sold in our initial
public offering.


 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of
shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common
stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale
price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless
basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time whether they
will be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell
our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from
selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information.
Accordingly, unlike public stockholders who could sell the shares of Class A common stock issuable upon exercise of the warrants
freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing
the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors
may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our sponsor or its
affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such
loans.


 


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 that, among other limited exceptions
as described under the section of the final prospectus entitled “Principal Stockholders — Restrictions on Transfers
of Founder Shares and Private Placement Warrants” made to our officers and directors and other persons or entities affiliated
with our sponsor


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on NASDAQ under the symbols “NPAUU,” “NPA” and “NPAWW,” respectively.


 


Our Transfer Agent and Warrant Agent


 


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


 






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Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains requirements and restrictions relating to our initial public offering that apply to us until the completion of our initial
business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial
stockholders, who collectively beneficially own 20% of our common stock upon the closing of our initial public offering, participate
in any vote to amend our amended and restated certificate of incorporation and 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, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to
pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law;


•        Prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination;


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


•         Our
initial business combination will be approved by a majority of our independent directors;


•         So
long as we obtain and maintain a listing for our securities on NASDAQ, NASDAQ rules require that we must complete one or more business
combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding
the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our
initial business combination;


•         If
our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing
of our obligation to 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 (ii) with respect to any other provision relating to stockholders’ rights or
pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their
shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us
to pay our franchise and income taxes, divided by the number of then outstanding public shares; and


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


 






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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.





 


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


 


We have opted out of Section 203 of the DGCL.
However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in
certain “business combinations” with any “interested stockholder” for a three-year period following the
time that the stockholder became an interested stockholder, unless:


 





	 	• 	prior
to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;
	 	• 	upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
	 	• 	at
or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders
of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.



 











Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates
and associates, owns, or within the previous three years owned, 15% or more of our voting stock.


 


Under certain circumstances, this provision will
make it more difficult for a person who would be an “interested stockholder” to effect various business combinations
with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate
in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors
approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best interests.


 


Our amended and restated certificate of incorporation
provides that the sponsor and its affiliates, any of its respective direct or indirect transferees who hold at least 15% of our
outstanding common stock after such transfer and any group as to which such persons are party to, do not constitute “interested
stockholders” for purposes of this provision.


 


Our amended and restated certificate of incorporation
provides that our board of directors is 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.


 






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Exclusive forum for certain lawsuits


 


Our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers
and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State
of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a
court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District
of Delaware shall have concurrent 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.


 


Our amended and restated certificate of incorporation
provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law. 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. As a result, the exclusive forum provision will not apply to suits brought to enforce
any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


Special meeting of stockholders


 


Our amended and restated certificate of incorporation
provides that special meetings of our stockholders may be called only by a majority vote of our board of directors, by either our
Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder proposals and
director nominations


 


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


 


Action by written consent


 


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


 


Classified Board of Directors


 


Our board of directors is divided into three
classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated
certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of
directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but
only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of
our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our
board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of
a majority of our directors then in office. However, prior to our initial business combination, only holders of our founder shares
will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election
of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason.


 






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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 28,750,000 shares of common stock issued
and outstanding. Of these shares, the 23,000,000 shares of Class A common stock sold in our initial public offering are freely
tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates
within the meaning of Rule 144 under the Securities Act. All of the remaining 5,750,000 Class B common stock and all 6,100,000
private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering. These restricted securities are entitled to registration rights as more fully described below under “—
Registration and Stockholder Rights.”


 


Rule 144


 


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


 


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


 


	•		1% of the total number of shares of Class A common stock then outstanding, which equals
230,000 shares immediately after our initial public offering; or
	•		the average weekly reported trading volume of the Class A common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


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


 






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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 materials required
to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports
and materials), other than Current Reports on Form 8-K; and
	•		at least one year has elapsed from the time that the issuer filed current Form 10
type information with the SEC reflecting its status as an entity that is not a shell company.



 


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


 


Registration and Stockholder Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable
upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and
upon conversion of the founder shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement
dated September 13, 2019, between the Company and certain security holders, requiring us to register such securities for resale
(in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority of these securities
are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under
the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


In addition, pursuant to the registration and
stockholder rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three
individuals for election to our board of directors.


 








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