Exhibit 4.5


 


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


 


As of April 28, 2021, ION Acquisition Corp 1 Ltd.
(“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, with each whole warrant 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, with each whole warrant entitling the holder thereof 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, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 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 but not otherwise defined
shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.


 


Units


 


Each unit consists of one share of Class A common
stock and one-third of one 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 Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a
warrant holder.


 


Ordinary Shares


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B
ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law.
Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies
Law 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,
being the affirmative vote of at least two-thirds of the ordinary shares that are voted, 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 three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect
to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors
can elect all of the directors. However, only holders of Class B ordinary shares will have the right to appoint directors in any election
held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares
will not have the right to appoint any directors until after the completion of our initial business combination. Our shareholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 




     


     


    

 


We will provide our public shareholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.00 per public share. Our initial shareholders, officers and
directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose
acquisition 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 law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other
legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about our initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for
business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.


 


If we seek shareholder approval, we will complete
our initial business combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of the holders of a majority of the shares present in person or by proxy at a general meeting of the company. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this 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 initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum
and articles of association require that at least five days’ notice will be given of any general meeting..


 


If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without our prior consent.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares
exceeding 20% and, in order to dispose such shares would be required to sell their shares 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 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 public shareholders with the opportunity to redeem their public shares for cash
at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the
completion of our initial business combination, subject to the limitations and on the conditions described herein.


  




    2


     


    

  


Founder Shares


 


The founder shares are designated as Class B ordinary
shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in the Company’s
Initial public offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) the founder shares are entitled to registration
rights; (iii) Our initial shareholders, 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 their founder shares and public shares in connection with the completion of
our initial business combination, (B) waive their redemption rights with respect to their founder shares and public shares in connection
with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we have not consummated an initial business combination within 24 months from the closing of the Company’s Initial public offering
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity,
(C) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination within 24 months from the closing of the Company’s Initial public offering, although they will
be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our
initial business combination within such time period and (D) vote any founder shares held by them and any public shares purchased during
or after the Company’s Initial public offering (including in open market and privately-negotiated transactions) in favor of our
initial business combination, (iv) the founder shares are automatically convertible into Class A ordinary shares concurrently with or
immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described
herein and in our amended and restated memorandum and articles of association, and (v) only holders of Class B ordinary shares will have
the right to appoint directors in any election held prior to or in connection with the completion of our initial business combination.


 


The founder shares will automatically convert
into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one
basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or
deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all
founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after
giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares
issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by
the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller
in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of
working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or saleable (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 earlier if, subsequent to our initial business combination, the closing
price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
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 (B) the date following the completion of our initial business combination on which we complete
a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange
their Class A ordinary shares for cash, securities or other property.


 




    3


     


    

 


Warrants


 


Public Warrants


 


Each whole warrant entitles the registered holder
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of one year from the closing of the Company’s Initial public offering or 30 days after the completion of our initial
business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class
A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders
to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered,
qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the
warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole
warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. Accordingly, unless you purchase at least five 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 Class
A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share
issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value
and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not
effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit
solely for the Class A ordinary share underlying such unit.


 


We have agreed that as soon as practicable, but
in no event later than 15 business days, after the closing of our initial business combination, we will use our reasonable best efforts
to file, and within 60 business days following our initial business combination to have declared effective, a registration statement for
the registration, under the Securities Act, of the shares of Class A ordinary shares issuable upon exercise of the warrants. We will use
our reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary
shares 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 we will be required to use
our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 




    4


     


    

 


Redemption of Warrants when the price per Class
A Ordinary Share equal or exceeds $18.00.


 


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;
provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares,
based on the redemption date and the “fair market value” of our Class A ordinary shares except as otherwise described herein;
and



 


		➤	if, and only if, the closing price of our Class A ordinary shares
equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption
to the warrant holders.



 


If and when the warrants become redeemable by
us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise
the warrants.


 


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 is entitled
to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00
redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the
$11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price per Class
A ordinary share equals or exceeds $10.00.


 


Once the warrants become exercisable, we may redeem
the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.10 per warrant;



 


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



 


		●	if, and only if, the closing price of our Class A ordinary shares
equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described under the heading “— Redemption Procedures — Anti-dilution Adjustments”) for any 20
trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders.



 


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


 




    5


     


    

 


Pursuant to the warrant agreement, references
above to Class A ordinary shares will include a security other than Class A ordinary shares into which the Class A ordinary shares have
been converted or for which they have been exchanged in the event we are not the surviving company in our initial business combination.


 


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


 


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


 


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


 


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


 


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


 




    6


     


    

 


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 all or substantially
all Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class
A ordinary shares in connection with a proposed initial business combination, or (d) in connection with the redemption of our public
shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on
each Class A ordinary share in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional Class
A 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 of less than $9.20 per Class A ordinary share, (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 of our Class A ordinary shares
is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described above under “Description
of Securities — Warrants — Public Warrants — Redemption of warrants when the price per Class A ordinary share equals
or exceeds $18.00” and “— Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00”
will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
Issued Price.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary
shares), or in the case of any merger or consolidation of us with or into another corporation (other than a 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
Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter
have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders
of Class A ordinary shares in such a transaction is payable in the form of Class A 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 thirty days
following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based
on the Black-Scholes 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.


 




    7


     


    

 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct
any defective provision or mistake, including to conform the provisions of the warrant agreement to the description of the terms of the
warrants and the warrant agreement set forth in this prospectus, (ii) adjusting the provisions relating to cash dividends on ordinary
shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters
or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the
parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of
at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered
holders of public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, 50% of the then
outstanding private placement warrants. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration
statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the 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
Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to
one vote for each share held of record on all matters to be voted on by shareholders.


 


Private Placement Warrants


 


The private placement warrants (including the
Class A ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the
completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders
— Transfers of Founder Shares and Private Placement Warrants,” 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, members of our sponsor or
their permitted transferees. The sponsor or its permitted transferees, have the option to exercise the private placement warrants on a
cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the
warrants being sold as part of the units in the Company’s Initial public offering. If the private placement warrants are held by
holders other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by
the holders on the same basis as the warrants included in the units being sold in the Company’s 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 Class
A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants,
multiplied by the excess of the “fair market value” of our Class A ordinary shares (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the
Class A 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 the sponsor or 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. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants
and sell the Class A 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.


 


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


 


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


 


Our authorized but unissued Class A 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 Class A 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.


 


 


8