Exhibit 4.2


 





DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 


 


As of December 31,
2019, Acamar Partners Acquisition Corp. (“we”, “our”, “us” or the “Company”) had
the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its Class A common stock, $0.0001 par value per share (“Class A common stock”), (ii) its warrants,
exercisable for one share of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A
common stock and one-third of one redeemable warrant to purchase one share of Class A common stock. In addition, this Description
of Securities also contains a description of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B common stock” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act but
is convertible into shares of the Class A common stock. The description of the Class B common stock is necessary to understand
the material terms of the Class A common stock.


 


Pursuant to our amended
and restated certificate of incorporation, as amended, our authorized capital stock consists of 200,000,000 shares of Class A
common stock, $0.0001 par value, 15,000,000 shares of Class B common stock, $0.0001 par value, and 5,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock.


 


Defined terms used herein
and not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019.


 


Units


 


Each unit consists of
one share of Class A common stock and one-third 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. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of the company’s Class A
common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


Common Stock


 


Common stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B
common stock have the right to elect all of our directors prior to the consummation of our initial business combination. On any
other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A
common stock vote together as a single class, except as required by applicable law or stock exchange rule. These provisions of
our amended and restated certificate of incorporation, as amended, may only be amended if approved by a majority of at least 90%
of our common stock voting at a stockholder meeting. Unless specified in our amended and restated certificate of incorporation,
as amended, or bylaws, or as required by applicable law or 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 (other than the election of
directors), and the affirmative vote of a majority of our founder shares is required to approve the election of directors. Directors
are divided into two classes, each of which will generally serve for a term of two years, with only one class 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 founder 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.


 


We will provide our
public stockholders with the opportunity to redeem all or a portion of their 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 outstanding public shares, subject to the limitations described herein. The per share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our initial stockholders, officers and directors entered into a letter agreement with us, pursuant
to which they 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. Permitted transferees of our sponsor, officers or directors
will be subject to the same obligations. If a stockholder vote is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate
of incorporation, as amended, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents
with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation, as amended,
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 applicable law or stock exchange rules, or we decide to obtain stockholder 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 stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the
company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote
at such meeting.


 






     


     


    

 


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, as amended, provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming more than an aggregate of 10% of the
shares of Class A Common stock sold in our initial public offering, without our prior consent, which we refer to as the “Excess
Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess
Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce
their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss
in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption
distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will
continue to hold that number of shares exceeding 10% and, in order to dispose such shares would be required to sell their stock
in open market transactions, potentially at a loss.


 


In the event of a liquidation,
dissolution or winding up of the Company after a business combination, our stockholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no
sinking fund provisions applicable to the common stock, except that we will provide our 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, including
interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the
limitations described herein.


 


Founder Shares


 


The founder shares are
identical to the shares of Class A common stock, except that: (1) only holders of the founder shares have the right to
vote on the election of directors prior to our initial business combination; (2) the founder shares are subject to certain
transfer restrictions, as described in more detail below; (3) our initial stockholders, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to: (a) 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) waive
their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote
to approve an amendment to our amended and restated certificate of incorporation, as amended, (A) to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within the timeframe set forth
in our amended and restated certificate of incorporation, as amended, or (B) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity; and (c) waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination
within the timeframe set forth in our amended and restated certificate of incorporation, as amended, (although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (4) the founder shares are automatically convertible into shares of
our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder
shares are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote,
our initial stockholders, officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote
any founder shares and any public shares held by them in favor of our initial business combination.


 






     


     


    

 


The shares of Class B
common stock will automatically convert into shares of Class A common stock at the time of our initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to 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 sold in
our initial public offering and related to the closing of our 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 anti-dilution 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 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 our initial business combination, excluding any shares or equity-linked securities issued, or to be issued,
to any seller in our initial business combination and any private placement warrants issued upon the conversion of working capital
loans made to us. If such adjustment is not waived, the future 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 future 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. 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 will be subject to the same transfer restrictions) until the earlier of 
(A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination, if the
last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, and (C) following the completion of our initial business combination,
such future date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results
in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of  $11.50 per share, subject to
adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.
This means 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. Accordingly, unless you purchase at least three 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 covering the issuance of the shares of Class A
common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, 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 from registration 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 share of Class A common stock 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 reasonable best efforts to file with the SEC, and within 60 business days following our initial business combination to
have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants
expire or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant
not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable
blue sky laws to the extent an exemption is not available.


 


Redemption of
Warrants for Cash.   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 a minimum of 30 days’
prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and



 


		·	if, and only if, the last reported sale
price of our Class A common stock 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 on the third trading day prior to
the date on which we send the notice of redemption to the warrant holders.



 


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


 


We have established
the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price
of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price
after the redemption notice is issued.


 






     


     


    

  


Redemption of
Warrants for Shares of Class A Common Stock.   Commencing ninety days after the warrants become exercisable,
we may redeem the outstanding warrants (including both public warrants and private placement warrants):


 


		·	in whole and not in part;



 


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



 


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



 


		·	if, and only if, the last reported sale
price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.



 


The numbers in the table
below represent the “redemption prices,” or the number of shares of Class A common stock that a warrant
holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of
our Class A common stock on the corresponding redemption date, determined based on the average of the last reported sales
price 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, and the number of months that the corresponding redemption date precedes the expiration date of the warrants,
each as set forth in the table below.


 


The stock prices set
forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise
of a warrant is adjusted as set forth in the first three paragraphs under the heading “Anti-dilution Adjustments”
below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior
to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted.
The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a warrant.


 





	 	 	Fair
    Market Value of Class A Common Stock	 
	Redemption
    Date
 (period to expiration
 of warrants)	 		$10.00	 	 		$11.00	 	 		$12.00	 	 	 	$13.00	 	 	 	$14.00	 	 		$15.00	 	 		$16.00	 	 		$17.00	 	 		$18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.365	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.365	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.365	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.365	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.365	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.364	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.364	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.364	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.364	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.364	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.364	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.364	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.364	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.363	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.363	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.363	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.362	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.362	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 





     


     


    

 





The exact fair market
value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values
in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock
to be issued for each warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth
for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day
year, as applicable. For example, if the average last reported sale price of our Class A common stock for the 10 trading days
ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is
$11 per share, and at such time there are 57 months until the expiration of the warrants, we may choose to, pursuant to this
redemption feature, redeem the warrants at a “redemption price” of 0.277 shares of Class A common stock for each
whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if
the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date
prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time
there are 38 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem the
warrants at a “redemption price” of 0.298 shares of Class A common stock for each whole warrant. Finally, as reflected
in the table above, we can redeem the warrants for no consideration in the event that the warrants are “out of the money”
(i.e. the trading price of our Class A common stock is below the exercise price of the warrants) and about to expire.


 


Any warrants held by
our officers or directors will be subject to this redemption feature, except that such officers and directors shall only receive
 “fair market value” for such warrants so redeemed (“fair market value” for such warrants held by our officers
or directors being defined as the last reported sale price of the warrants on such redemption date).


 


This redemption feature
differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption
of warrants for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants
to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading
price of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature
to provide us with the flexibility to redeem the warrants for shares of Class A common stock, instead of cash, for “fair
value” without the warrants having to reach the $18.00 per share threshold set forth above under “Redemption
of Warrants for Cash.” Holders of the warrants will, in effect, receive a number of shares representing fair value for their
warrants based on a Black-Scholes option pricing model with fixed volatility input. This redemption right provides us not only
with an additional mechanism by which to redeem all of the outstanding warrants, in this case, for shares of Class A common
stock, and therefore have certainty as to (1) our capital structure as the warrants would no longer be outstanding and would
have been exercised or redeemed and (2) to the amount of cash provided by the exercise of the warrants and available to us,
and also provides a ceiling to the theoretical value of the warrants as it locks in the “redemption prices”
we would pay to warrant holders if we chose to redeem warrants in this manner. We will effectively be required to pay fair value
to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of
the warrants for shares of Class A common stock if we determine it is in our best interest to do so. As such, we would redeem
the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and
pay fair value to the warrant holders. In particular, it would allow us to quickly redeem the warrants for shares of Class A
common stock, without having to negotiate a redemption price with the warrant holders, which in some situations, may allow us to
more quickly and easily close a business combination. In addition, the warrant holders will have the ability to exercise the warrants
prior to redemption if they should choose to do so.


 






     


     


    

 


As stated above, we
can redeem the warrants when the Class A common stock is trading at a price starting at $10, which is below the exercise price
of  $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant
holders with fair value (in the form of shares of Class A common stock). If we choose to redeem the warrants when the Class A
common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving
fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for
shares of Class A common stock if and when Class A common stock trading at a price higher than the exercise price of
$11.50.


 


No fractional shares
of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be
issued to the holder. Any redemption of the warrants for shares of Class A common stock will apply to both the public warrants
and the private placement warrants.


 


Redemption Procedures
and Cashless Exercise.   If we call the warrants for redemption as described above, our management will
have the option to require all holders that wish to exercise warrants 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. In such event, each holder
would pay the exercise price by surrendering the 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 last reported sale price of the Class A common stock
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and
thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not
need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption
and our management does not take advantage of this option, our 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),
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.


 


Anti-Dilution
Adjustments.   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  (1) the number of shares of Class A common stock actually sold in such rights offering
(or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A
common stock) multiplied by (2) one 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 (1) 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 (2) fair market value means the volume weighted average price of Class A common stock as reported
during the ten trading day period ending on the trading day prior to the first date on which the shares of Class A common
stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






     


     


    

 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our
capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash
dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed
initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection
with a stockholder vote to amend our amended and restated certificate of incorporation, as amended, (A) to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our Class A common stock if we do not complete our initial business combination within 24 months
from the closing of our initial public offering or (B) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
share of Class A common stock in respect of such event.


 


If the number of 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.


 


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. 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 stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation, as amended, or as a result of the redemption of shares of Class A common stock
by the company if a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities
or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised
the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in
the form of 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 per share consideration
minus Black-Scholes Warrant 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. We believe the Black-Scholes model is a commonly accepted pricing model for estimating fair market value
where no quoted market price for an instrument is available.


 






     


     


    

 


The warrants will be
issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and
us. 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.


 


In addition, if 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 of common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its
affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such
issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price (or on a cashless basis, if applicable), by certified 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 vote for each share held of record
on all matters to be voted on by stockholders.


 


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


 


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


 


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


 


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



 


		·	an affiliate of an interested stockholder;
or



 


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



 


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


 


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



 


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



 


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



 


Our 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.


  






     


     


    

 


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.