Exhibit 4.5


 


Replay
Acquisition Corp.


 


DESCRIPTION
OF SECURITIES


 


The following summary
of the material terms of the securities of Replay Acquisition Corp., a Cayman Islands exempted company (“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 and
the warrant agreement, dated April 3, 2019, between the company and Continental Stock Transfer & Trust Company (the “Warrant
Agreement”), in each case incorporated by reference as exhibits to the company’s Annual Report on Form 10-K for the
year ended December 31, 2019 (the “Report”), and applicable Cayman Islands law, including the Companies Law (2016 Revision)
of the Cayman Islands, or the Companies Law. We urge you to read our amended and restated memorandum and articles of association
and the Warrant Agreement in their entirety for a complete description of the rights and preferences of our securities.


 


Certain
Terms


 


In this document, unless
the context otherwise requires:


 


		·	references to our “sponsor” refer to Replay Sponsor, LLC, a Delaware limited liability
company;



 


		·	references to “public shares” refer to our ordinary shares sold as part of the units
in our initial public offering (whether purchased in our initial public offering or thereafter in the open market);



 


		·	references to “warrants” refer to our warrants sold as part of the units in our initial
public offering (whether purchased in our initial public offering or thereafter in the open market);



 


		·	references to “final prospectus” refer to the final prospectus for our initial public
offering filed with the Securities and Exchange Commission, or the SEC, on April 5, 2019;



 


		·	references to “founder shares” refer to our ordinary shares initially purchased by
our sponsor in a private placement prior to our initial public offering;



 


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



 


		·	references to “ordinary shares” refer to our ordinary shares, par value $0.0001 per
share;



 


		·	references to “public shareholders” refer to the holders of our public shares, including
our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that their
status as “public shareholders” shall only exist with respect to such public shares;



 


		·	references to “management” or our “management team” refer to our officers
and directors and our advisory board member; and



 


		·	references to “initial shareholders” refer to our sponsor and other holders of our
founder shares prior to our initial public offering.



 


General




 


We are a Cayman
Islands exempted company (company number 344622) formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer
to in this document as our initial business combination, and our affairs are governed by our amended and restated memorandum
and articles of association, the Companies Law and common law of the Cayman Islands. Pursuant to our amended and restated
memorandum and articles of association, we are authorized to issue 200,000,000 ordinary shares, $0.0001 par value per share,
and 2,000,000 undesignated preferred shares, $0.0001 par value per share. As of the date of the Report, 35,937,500 ordinary
shares are outstanding and no preferred shares are outstanding. The following description summarizes the material terms of
our securities. For a more complete description, you should refer to our amended and restated memorandum and articles of
association, the Warrant Agreement and to the applicable provisions of Cayman Islands law. Because it is only a summary, it
may not contain all the information that is important to you.


 






    


     


    

 


 Units




 


Each unit consists
of one ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share
at a price of $11.50 per share, subject to adjustment (as more fully described in our final prospectus). Pursuant to the Warrant
Agreement, a warrant holder may exercise its warrants only for a whole number of the company’s ordinary shares. This means
only a whole warrant may be exercised at any given time by a warrant holder. Holders will need to have their brokers contact our
transfer agent in order to separate the units into ordinary shares and warrants. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. The ordinary shares and warrants underlying the units began to trade separately
on April 18, 2019, and holders have the option to continue to hold units or separate their units into the component securities.


 


Ordinary
Shares


 


As of the date of the
Report, there were 35,937,500 ordinary shares outstanding, consisting of 28,750,000 public shares and 7,187,500 founder shares.


 


Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Companies
Law, 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. 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.


 


Our board of directors
is divided into two classes with only one class of directors being elected in each year and each class (except for those directors
appointed prior to our first annual meeting of shareholders) serving a two-year term. The term of office of the first class of
directors, consisting of Messrs. Daniel Marx and Mariano Bosch, will expire at our first annual meeting of shareholders. The term
of office of the second class of directors, consisting of Messrs. Leonardo Madcur, Ezra Cohen and Russell Colaco, will expire at
our second annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial
business combination (unless required by the New York Stock Exchange, or the NYSE). There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the founder shares voted for the election of
directors can elect all of the directors. 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 200,000,000 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 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
NYSE corporate governance requirements, we are not required to hold an annual meeting until not later than one year after our first
fiscal year end following our listing on the NYSE. There is no requirement under the Companies Law for us to hold annual or general
meetings to elect directors. We may not hold an annual meeting of shareholders 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 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 more fully described in our final prospectus. The per-share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our initial shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to their founder shares and any public shares held by them in connection with the completion
of our initial business combination. Our directors and officers have entered into letter agreements similar to the one signed
by our initial shareholders with respect to public shares acquired by them, if any. Permitted transferees of our initial
shareholders, officers or directors will be subject to the same obligations.


 






    


     


    

 


Unlike many 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 will 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, shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other 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 shareholder approval, we will complete our initial
business combination only if a majority, or such higher threshold as may be required by law, of the issued and outstanding ordinary
shares voted are voted in favor of the business combination. However, the participation of our sponsor, officers, directors, advisors
or any of their affiliates in privately-negotiated transactions (as more fully described in our final prospectus), 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.


 


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 Securities Exchange Act of 1934, as amended, or 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,
which we refer to as the “Excess Shares.” 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.
And, 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.


 


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. As a result, in addition to our initial shareholders’ founder
shares and the ordinary shares underlying the units that affiliates of our sponsor purchased in our initial public offering, we
would need 8,281,251, or 28.8%, of the 28,750,000 public shares sold in our initial public offering (assuming all issued and outstanding
shares are voted), subject to any higher threshold as is required by Cayman Islands or other applicable law, in order to have such
initial business combination approved. Our directors and officers have entered into letter agreements similar to the one signed
by our initial shareholders 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 are unable to complete our initial business combination by April 8,
2021, we will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but no more
than 10 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 (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), subject to applicable law and (3) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate,
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 by April 8, 2021. However, if our initial shareholders 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 are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the 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 more fully described in our final prospectus.


 


Founder
Shares


 


The founder shares
are identical to the ordinary shares included in the units being sold in our initial public offering, and holders of founder shares
have the same shareholder rights as public shareholders, except that: (1) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (2) our initial shareholders have entered into a letter agreement with us, pursuant to which
they have agreed (A) to waive their redemption rights with respect to their founder shares and any public shares held by them in
connection with the completion of our initial business combination and (B) to waive their rights to liquidating distributions from
the trust account with respect to their founder shares if we fail to complete our initial business combination by April 8, 2021,
although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold
if we fail to complete our initial business combination within such time period; and (3) 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 in favor of our initial business combination.


 


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 will be 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 reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends,
rights issuances, subdivisions, 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 following the completion of our
initial business combination on which we complete a liquidation, merger, amalgamation, 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 and 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;



 


		·	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.



 


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. 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.


 


Preferred
Shares


 


As of the date of the
Report, there were no preferred shares outstanding. Our amended and restated memorandum and articles of association authorize the
issuance of up to 2,000,000 preferred shares and provide that preferred shares 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 will be able to, without shareholder approval, issue preferred shares with voting and other rights
that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover
effects. The ability of our board of directors to issue preferred shares without shareholder approval could have the effect of
delaying, deferring or preventing a change of control of us or the removal of existing management. Although we do not currently
intend to issue any preferred shares, we cannot assure you that we will not do so in the future.


 


 Warrants




 


Public
Shareholders’ Warrants


 


Each whole warrant
entitles the registered holder to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of April 8, 2020 or 30 days after the completion of our initial business combination.
Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of ordinary shares. This
means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be 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 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 of 1933, as amended, or the Securities Act, covering the issuance of the
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. 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 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 best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of
the ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective
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 ordinary shares are,
at the time of any exercise of a warrant, not listed on a national securities exchange such that it satisfies the definition of
a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use
our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


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 last reported sale price of the ordinary shares equals or exceeds $18.00 per
share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the
like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice
of redemption to the warrant holders.



 


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 ordinary shares may fall below the $18.00 redemption trigger price 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 his, her or
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 shareholders of issuing the maximum number of ordinary shares 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 ordinary shares equal to the quotient obtained by dividing (x) the product
of the number of ordinary shares 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 last reported sale price of the ordinary shares 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 ordinary shares 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.


 






    


     


    

 


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


 


If the number of issued
and outstanding ordinary shares is increased by a capitalization or share dividend payable in ordinary shares, or by a split-up
of ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number
of ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding
ordinary shares. A rights offering to holders of ordinary shares entitling holders to purchase ordinary shares at a price less
than the fair market value will be deemed a share dividend of a number of ordinary shares equal to the product of (1) the number
of 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 ordinary shares) multiplied by (2) one minus the quotient of (x) the price per ordinary
share paid in such rights offering divided by (y) the fair market value. For these purposes (1) if the rights offering is for securities
convertible into or exercisable for ordinary shares, in determining the price payable for 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) fair market value means the volume weighted average price of ordinary shares as reported during the 10 trading day period ending
on the trading day prior to the first date on which the 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 a dividend or make a distribution in cash, securities or other
assets to the holders of ordinary shares on account of such ordinary shares (or other ordinary shares into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the
holders of ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of
the holders of ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (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 by April 8, 2021 or (ii) 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 ordinary
share in respect of such event.


 


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


 


Whenever the number
of 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 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 ordinary shares so purchasable immediately thereafter.


 


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 a Newly Issued Price (as described in our final prospectus) 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), (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 (as described in our final
prospectus) 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 issued and outstanding ordinary shares (other than those described above or that solely affects the par
value of such ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding 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 ordinary shares immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant
will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made
to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption
rights held by 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 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 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 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 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.


 


The warrants were issued
in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us.
You should review a copy of the Warrant Agreement, which is incorporated by reference as an exhibit to the Report, for a complete
description of the terms and conditions applicable to the warrants. The Warrant Agreement provides that the terms of the warrants
may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval
by the holders of at least 65% of the then issued and 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 ordinary shares and any voting
rights until they exercise their warrants and receive ordinary shares. After the issuance of 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
will be issued upon separation of the units and only whole warrants will trade.


 






    


     


    

 


Private
Placement Warrants


 


The private placement
warrants (including the ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our
officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long
as they are held by our sponsor or its permitted transferees. Otherwise, the private placement warrants have terms and provisions
that are identical to those of the warrants sold in our initial public offering. If the private placement warrants are held by
holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us 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 his, her or its
warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary
shares 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 last reported sale
price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant
exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis
so long as they are held by our sponsor and its permitted transferees is because it is not known at this time whether they will
be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities
in the open market will be significantly limited. 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 shareholders who could exercise their warrants and sell the ordinary shares received upon such exercise freely in
the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


 Dividends




 


We have not paid any
cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our 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 condition subsequent to completion of our initial business combination. The payment of any cash dividends
subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition,
our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable
future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.


 


Our
Transfer Agent and Warrant Agent


 


The transfer agent
for our 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 Law. The Companies Law 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 Law 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 Law 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).


 


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 (a) a special resolution
(at least a majority of 662/3% in value who attend and vote at a general meeting) of the shareholders of each company;
and (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 Law (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; and (5) there is no other reason why it would
be against the public interest to permit the merger or consolidation.


 


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 consolidated 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; and (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.


 






    


     


    

 


The Companies Law
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 in certain circumstances if they follow a prescribed procedure. In essence, where
such rights apply, 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, or in the context of a parent
and subsidiary merger.


 


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 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 Law 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. Our Cayman Islands 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 officers or directors 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.”



 


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.


 


We have been advised
by our Cayman Islands legal counsel that 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 (meaning our public shareholders have no liability,
as members of the Company, for liabilities of the Company over and above the amount paid for their shares) under the Companies
Law. The Companies Law 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:


 


		·	annual reporting requirements are minimal and consist mainly of a statement that the company has
conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Law;



 


		·	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 negotiable or bearer shares or 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 30 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.



 






    


     


    

 


Our
Amended and Restated Memorandum and Articles of Association


 


Our amended and restated
memorandum and articles of association contain certain requirements and restrictions that will apply to us until the completion
of our initial business combination. These provisions 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) at least two-thirds (or any higher
threshold specified in a company’s articles of association) of a company’s shareholders 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. Our amended and restated
memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders
who attend and vote at a shareholders 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,
who collectively beneficially own 27% of our ordinary shares, 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 are unable to complete our initial business combination by April 8, 2021, 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, 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 (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), subject to applicable law; and (3) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate;



 


		·	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 on any initial business combination;



 


		·	although we do not intend to enter into a business combination with a target business that is affiliated
with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction,
we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm
that is a member of FINRA, or from an independent accounting firm, that such a business combination is fair to our company from
a financial point of view;



 


		·	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;



 


		·	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 net assets held in trust (net of taxes payable and excluding the amount of any deferred
underwriting discount held in trust);



 


		·	if our shareholders approve an amendment to our amended and restated memorandum and articles of
association (a) that would modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete
our initial business combination by April 8, 2021 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



 


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



 






    


     


    

 


In addition, our amended
and restated 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.


 


The Companies Law 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. A company’s articles of association
may specify that the approval of a higher majority is required. Accordingly, although we could amend any of the provisions relating
to our initial public 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 officers or
directors, 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


 


In order to comply
with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering
procedures and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject
to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition
of due diligence information) to a suitable person.


 


We reserve the right
to request such information as is necessary to verify the identity of a subscriber. In some cases, the directors may be satisfied
that no further information is required since an exemption applies under the Money Laundering Regulations (2015 Revision) of the
Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each
application, a detailed verification of identity might not be required where:


 


		(1)	the applicant is a relevant financial business required to comply with the Regulations or is a
majority-owned subsidiary of such a business; or



 


		(2)	the applicant is acting in the course of a business in relation to which a regulatory authority
exercises regulatory functions and which is in a country listed by the Cayman Islands Anti-Money Laundering Steering Committee
(“Equivalent Jurisdiction”) or is a majority-owned subsidiary of such an applicant; or



 


		(3)	the applicant is a central or local government organization, statutory body or agency of government
in the Cayman Islands or an Equivalent Jurisdiction; or



 


		(4)	the applicant is a company that is listed on a recognized stock exchange and subject to disclosure
requirements which impose requirements to ensure adequate transparency of beneficial ownership, or is a majority-owned subsidiary
of such a company; or



 


		(5)	the applicant is a pension fund for a professional association, trade union or is acting on behalf
of employees of an entity referred to in sub-paragraphs (1) to (4); or



 


		(6)	the application is made through an intermediary which falls within one of sub-paragraphs (1)
                                                                to (5). In this situation the company may rely on a written assurance from the intermediary which confirms (i) that the
requisite identification and verification procedures on the applicant for business and its beneficial owners have been carried
out; (ii) the nature and intended purpose of the business relationship; (iii) that the intermediary has identified the source of
funds of the applicant for business; and (iv) that the intermediary shall make available copies of any identification and verification
data or information and relevant documents.



 






    


     


    

 


For the purposes of
these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance
with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent
anti-money laundering regulations.


 


In the event of delay
or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept
the application, in which case any funds received will be returned without interest to the account from which they were originally
debited.


 


We also reserve the
right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such
shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant
jurisdiction, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations
in any applicable jurisdiction.


 


If any person resident
in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal
conduct or is involved with terrorism or terrorist 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 (1) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds
of Crime Law (2017 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering or (2) a police
officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2017 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.


 


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.


 


Securities
Eligible for Future Sale


 


As of the date of the
Report, there were 35,937,500 ordinary shares issued and outstanding. Of these shares, the 28,750,000 ordinary shares sold in our
initial public offering are freely tradable without restriction or further registration under the Securities Act, except for the
2,500,000 ordinary shares underlying the units purchased by affiliates of our sponsor and any other shares purchased by one of
our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 7,187,500 founder shares and all 7,750,000
private placement warrants are restricted securities under Rule 144, in that they were issued in private transactions not involving
a public offering, and are subject to transfer restrictions as more fully described in our final prospectus.


 






    


     


    

 


Rule
144


 


Pursuant to Rule 144,
a person who has beneficially owned restricted ordinary shares or warrants for at least six months would be entitled to sell their
securities provided that (1) 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 (2) 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 ordinary shares or warrants for at least six months but who are our affiliates at the time of, or at any time
during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled
to sell within any three-month period only a number of securities that does not exceed the greater of:


 


		·	1% of the total number of ordinary shares then issued and outstanding, or 359,375 ordinary shares
as of the date of the Report; or



 


		·	the average weekly reported trading volume of the ordinary shares during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.



 


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


 


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


 


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


 


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



 


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



 


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


 






    


     


    

 


Registration
Rights


 


The holders of
the founder shares, private placement warrants and any warrants that may be issued on conversion of working capital loans
(and any ordinary shares issuable upon the exercise of the private placement warrants or warrants issued upon conversion of
the working capital loans) are entitled to registration rights pursuant to a registration rights agreement entered into on
April 3, 2019, requiring us to register such securities for resale. The holders of these securities will be entitled to make
up to three demands, excluding short form registration 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. However, the registration rights agreement provides that we will not permit any
registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period,
which occurs (1) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial
business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of ordinary
shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
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 following the completion of our initial business combination
on which we complete a liquidation, merger, amalgamation, 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, and (2) in the case of the private placement warrants and the respective ordinary shares underlying such warrants,
30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the
filing of any such registration statements.


 


Listing
of Securities


 


Our units, ordinary
shares and warrants are listed on the NYSE under the symbols “RPLA.U,” “RPLA” and “RPLA WS,”
respectively.