Common use of per Firm Unit Clause in Contracts

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stock stock, $0.0001 par value, of the Company, par value $0.0001 Company (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) day following the date hereof (or if such date is not be separately transferable until the 52nd day after the Effective Date a Business Day (as defined belowin Section 1.1.2), the following Business Day) or unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement Prospectus (as defined below) is declared effective (the “Effective Date”), and terminating on the five year fifth (5th) anniversary of the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business CombinationCombination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), ) and one right to receive one-half fifth of one redeemable warrant a share of Common Stock upon the consummation of an initial business combination (the “Warrant(sRight”)”) with each whole Warrant entitling . Each five Rights entitle the holder thereof to purchase receive one share of Class A Common Stockcommon stock at the closing of a business combination; provided, however, the Company will not sell or issue fractional shares. The Class A Common Stock and Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective (the “Effective Date Date”) by the Commission (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, stock exchange, share reconstruction asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses by the Company and amalgamation, purchasing all any investments or substantially all of the assets of, entering into contractual arrangements other financing concurrently with, or engaging otherwise in any other similar business combination connection with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givensuch business combination. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock of the Companyordinary share, par value $0.0001 per share, of the Company (“Class A Common StockOrdinary Share”), ) and one-half of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Share and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of (1) Class A Common Stock Ordinary Share at a an exercise price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last sales price of the Common Stock has Class A Ordinary Shares have been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock of the Companyordinary share, par value $0.0001 per share, of the Company (an “Class A Common StockOrdinary Share”), ) and one-half of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock (1) Ordinary Share at a an exercise price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last sales price prices of the Common Stock has Ordinary Shares have been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the Ordinary Shares underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination, and each ten Rights entitle the holder to receive one (1) Ordinary Share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the CompanyCommon Stock, par value $0.0001 0.001 per share, of the Company (“Class A Common Stock”), ) and one-half (1/2) of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at a an exercise price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, $0.0001 par value $0.0001 per share (“Class A Common StockOrdinary Share(s)”), and one-one half (1/2) of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling and one (1) right (“Right(s)”) to acquire one-tenth (1/10) of an Ordinary Share upon the holder thereof to purchase one share consummation of Class A Common Stockthe initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd business day after the Effective Date date that the Registration Statement (as defined below) becomes effective (“Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary share. No fractional warrants will be issued upon separation of the closing of a Business Combinationunits and only whole warrants will trade. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than a minimum of thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company(1) ordinary share, par value of $0.0001 per share, of the Company (“Class A Common StockOrdinary Share(s)”), and one right to receive one-half tenth (1/10) of one redeemable warrant Ordinary Share upon the consummation of an initial business combination (the “Warrant(sRight(s)”) with each whole Warrant entitling ). Each ten Rights entitle the holder thereof to purchase receive one share Ordinary Share automatically upon the consummation of Class A Common Stockan initial business combination of the Company. The Class A Common Stock Ordinary Shares and Warrants the Rights included in the Firm Units will not trade separately or be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or will trade separately on the announcement by 52nd day following the Company of date hereof unless the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Class A Ordinary Shares and the Warrants included in the Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.3) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will The Company has eighteen (18) months after the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof Closing Date to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an complete its initial Business Combination (as defined below), and in Section 1.3 hereof) unless the Company elects to extend this initial time period. The Company may extend that initial time period two (b2) 12 times by an additional three months each time (for a total period of up to twenty-four (24) months from the date that Closing Date) without submitting such proposed extensions to the Registration Statement Company’s shareholders for approval or offering the Company’s Public Shareholders (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary redemption rights in connection therewith. The terms of the closing of a Business Combination. As used herein, initial time period and the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of extensions are more fully described in the assets of, entering into contractual arrangements with, or engaging Prospectus (as defined in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessSection 2.1.1 below).

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), ) and one-half of one redeemable warrant (the “Warrant(s)Warrants”) with each whole Warrant entitling and one right (the holder thereof “Rights”) to purchase receive one-eighth (1/8) of one ordinary share upon closing of Class A Common Stockthe Company’s initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd fifty-second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the Ordinary Shares, however, to Warrants and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing thirty (30) days after the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt consummation by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase business combination with one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock ordinary share, $0.0001 par value per share (“Ordinary Share”), of the Company, par value $0.0001 Company (the “Class A Common StockPublic Shares”), and one-half of one (1) redeemable warrant (the “Warrant(sPublic Warrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Public Shares and the Public Warrants included in the Firm Units will trade separately on the fifty-second (52nd) day following the date hereof (or if such date is not be separately transferable until the 52nd day after the Effective Date a Business Day (as defined belowin Section 1.1.2), the following Business Day) or unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Public Shares and the Public Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission Each whole Warrant (as herein defineddefined in Section 1.4.2) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of (1) Ordinary Share for $11.50 per full share during the period share, subject to adjustment, at any time commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as consummation by the last sales price Company of a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving the Company with one (1) or more businesses or entities (the “Business Combination”), and expiring on the five (5) year anniversary of the Common Stock has been at least $18.00 per share for any twenty consummation by the Company of its initial Business Combination (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used hereinsuch consummation, the term “Business Day” shall mean any day other than a SaturdayCombination Closing”), Sunday or any day on which national banks in New York, New York are not open for businessearlier upon redemption of the Public Shares or liquidation of the Company.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, no par value $0.0001 (“Class A Common StockOrdinary Share”), and one-half of one (1) redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one (1) ordinary share, and one (1) right (“Right(s)”) to acquire one-tenth (1/10) of an ordinary share upon the consummation of Class A Common Stockthe initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock (1) Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve (12) months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 0.000001 per share (the “Class A Common Stock”), and one-half three quarters of one redeemable warrant (the “Warrant(sWarrants”)”) with each . Each whole Warrant entitling the holder thereof warrant is exercisable to purchase one share of our Class A Common Stockcommon stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or will trade separately on the announcement by fifty-second (52nd) day following the Company of date hereof unless the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Common Stock and Warrants included in the Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (ai) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the effective date that (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1) is declared effective or (ii) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company(1) ordinary share, par value $0.0001 0.001 per share, of the Company (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial a Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Share has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 0.001 (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share Ordinary Share, and one right (“Right(s)”) to acquire one-tenth of Class A Common Stockan Ordinary Share upon the consummation of a Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares, only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock ordinary of the Company, with no par value $0.0001 (each, a “Class A Common StockOrdinary Share”), and (ii) one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share, and (iii) one right (“Right(s)”) with each Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination (defined below). The Class A Common Stock Ordinary Shares, Warrants, and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given; provided that there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share, no par value, of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share (the “Warrant”). The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade separately on the tenth business day following the earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not be to exercise all or any remaining portion of the Over-allotment Option, but in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately transferable until the 52nd day after the Effective Date Business Day (as defined below) or the announcement by after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Report of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report Foreign Private Issuer on Form 86-K (“Form 8-K”) with the Commission (as defined below) containing which includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 6-K, and (ii) the Company has filed with the Commission a Report of Foreign Private Issuer on Form 6-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of Ordinary Share for $11.50 per full share 10.00 during the period commencing on the later of (a) 30 days after the completion consummation by the Company of an initial its Business Combination (as defined below), and (b) 12 months or one year from the date Closing Date; provided, in each case, that an effective registration statement under the Registration Statement Act (as defined belowin Section 1.3.1 hereof) is declared effective (covering the “Effective Date”)Ordinary Shares underlying the Warrants and a current prospectus in respect thereof are available. The Warrants will expire at 5:00 p.m., and terminating New York City time, on the five five-year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any the Company’s initial acquisition, share exchange, share reconstruction and amalgamationor amalgamation or contractual arrangement with, purchasing or purchase of, all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessassets.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share half of Class A Common Stockone Ordinary Share. The Class A Common Stock Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share half of Class A Common Stock one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement Prospectus (as defined below) is declared effective (the “Effective Date”), and terminating on the five year fifth (5th) anniversary of the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business CombinationCombination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Companystock, par value $0.0001 per share, of the Company (“Class A Common Stock”), ) and one-one half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable public warrant (the “Warrant(sPublic Warrants” and together with the Private Warrants (as defined in Section 1.5.3), the “Warrants”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock). The Class A Common Stock Ordinary Shares and Warrants included in the Units (as defined below) will begin trading separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Warrants included in the Firm Units will not be trade separately transferable until the 52nd day after the Effective Date (as defined belowi) or the announcement by the Company of has filed with the Representative’s decision to allow earlier trading, subject, however, to Securities and Exchange Commission (the Company filing “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase receive one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during share, subject to adjustment (as described below). The Company has twenty-four (24) months after the period commencing on the later of (a) the completion of an Closing Date to complete its initial Business Combination (as defined below)) unless the Company, by resolution of its board of directors, elects to extend this initial time period. The Company and the Sponsor (bas defined in Section 1.5 below) 12 may extend that initial time period two times by an additional three months each time (for a total period of up to 30 months from the date that Closing Date) without submitting such proposed extensions to the Registration Statement Company’s shareholders for approval or offering the Company’s public shareholders redemption rights in connection therewith. The terms of the initial time period and the extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one ordinary share of Class A common stock of the Company, $0.0001 par value $0.0001 per share (each, a “Ordinary Share”) and (ii) one right (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(sRight(s)”) with each whole Warrant Right entitling the holder thereof to purchase receive two-tenths (2/10) of one share Ordinary Share upon consummation of Class A Common Stockthe initial Business Combination (defined below). The Class A Common Stock Ordinary Shares and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles Except in cases where the Company is not the surviving company in a Business Combination (as defined below), each holder thereof of a Right will automatically receive two-tenths (2/10) of one Ordinary Share upon consummation of the Company’s initial Business Combination (as defined below). The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to purchase one the nearest whole share or otherwise addressed in accordance with the applicable provisions of Class A Common Stock at a price of $11.50 per full share during Cayman law. In the period commencing on event the later of (a) Company will not be the surviving company upon completion of an its initial Business Combination (as defined below), and each holder of a Right will be required to affirmatively convert his, her or its rights in order to receive the two-tenths (b2/10) 12 months from of one Ordinary Share underlying each right upon consummation of the date that Business Combination (as defined below). If the Registration Statement Company is unable to complete an initial Business Combination (as defined below) is declared effective (within the “Effective Date”)required time period and the Company redeems the public shares for the funds held in the trust account, holders of Rights will not receive any of such funds for their rights and terminating on the five year anniversary of the closing of a Business Combinationrights will expire worthless. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A shares of Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares, only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)Warrant”) with each whole and one right to receive one-tenth of a share of Common Stock upon the consummation of an initial business combination (the “Right”). Each Warrant entitling entitles the holder thereof to purchase one share of Class A Common Stock, and each ten Rights entitle the holder thereof to receive one share of common stock at the closing of a business combination; provided, however, the Company will not sell or issue fractional shares. The Class A Common Stock Stock, Warrants and Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective (the “Effective Date Date”) by the Commission (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each As described in the Prospectus (as defined herein), each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of thirty (a30) days after the completion closing of an initial a Business Combination (as defined below), ) and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”)closing of this offering, and terminating on the five year fifth (5th) anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent upon a minimum of the Representative, upon not less than thirty (30) days days’ prior written notice at a price of $0.01 per Warrant at any time after while the Warrants become are exercisable; so long as (i) the last sales price of the shares of Common Stock has been at least equals or exceeds $18.00 16.50 per share (as-adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which the redemption notice is given, and (ii) a registration statement with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire thirty (30) trading day period referred to in (i) and continuing each day thereafter until the date of redemption. As used herein, the term “Business Combination” shall mean any merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses by the Company and any investments or other financing concurrently with, or otherwise in connection with, such business combination. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company’s common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(sWarrant”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A shares of Common Stock and the Warrants included in the Firm Units will not be trade separately transferable until on the 52nd fifth business day after following the Effective Date earlier to occur of the expiration of the Over-allotment Option (as defined below) in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Company Underwriters of their intention not to exercise all or any remaining portion of the Representative’s decision to allow earlier tradingOver-allotment Option, subject, however, to but in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until the business day after (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing which includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering offering of the Firm Units and issuing the Private Placement (as defined in Section 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 8-K and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period commencing on the later of (a) 30 days after the completion consummation by the Company of an initial its Business Combination or one year from the Closing Date (as defined below), and (bin Section 1.1.2 hereof) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five five-year anniversary of the closing consummation by the Company of a its Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all the Company’s initial acquisition of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrantsor assets through a merger, with the prior consent of the Representativecapital stock exchange, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used hereinasset acquisition, the term “Business Day” shall mean any day stock purchase, reorganization or other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businesssimilar business combination.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock of the Company, par value $0.0001 .0001 (the “Class A Common Stock”), and one(ii) three-half quarters of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business CombinationCombination or earlier upon redemption of the Class A Common Stock or liquidation of the Company. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Companystock, par value $0.0001 per share, of the Company (“Class A Common Stock”), ) and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial a Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of Class A common stock of the Company’s common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half (1/2) of one a redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock and one (1) right (the “Right(s)”) to receive one-twentieth (1/20) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Common Stock. The Class A Common Stock , Rights and Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares” and, individually, an “Ordinary Share”), and one-half of one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and Warrants included in the Firm Units will not be trade separately transferable until on the 52nd fifty-second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Ordinary Shares and Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase three-fourths (3/4) of one share of Class A Common Stock at a price of Ordinary Share for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (ai) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the effective date that (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1) is declared effective or (ii) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent Warrants must be exercised in multiples of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessfour.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 ’s common stock (“Class A Common Stock”), ) and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and (ii) one-half of one redeemable warrant (“Warrant(s)”) warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”) pursuant to the Warrant entitling Agreement (as defined in Section 2.24), and (iii) one right to receive one-tenth (1/10) of one Ordinary Share (the holder thereof “Rights”) upon the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) pursuant to purchase one share of Class A Common Stockthe Rights Agreement (as defined in Section 2.23). The Class A Common Stock Ordinary Shares, the Warrants, and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the Ordinary Shares, howeverthe Warrants, to and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing on the Company allow separate trading until later of twelve months from the Closing Date (ias defined below) or 30 days after the preparation of an audited balance sheet of the Company reflecting receipt consummation by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below)Combination, and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating expiring on the five year anniversary of the closing consummation by the Company of a such Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(sWarrants”) and one right (the “Right(s)”) with each whole Warrant entitling the holder thereof to purchase receive one-sixth (1/6) of one share of Class A common stock upon consummation of the Company’s initial business combination. The Common Stock. The Class A Common Stock , Warrants and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd fifty-second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the shares of Common Stock, however, to Warrants and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the date that the Registration Statement Closing Date (as defined below) is declared effective and the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five fifth year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 0.001 (“Class A Common StockOrdinary Share”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one ordinary share, and one right (“Right(s)”) to acquire one-tenth of an ordinary share upon the consummation of Class A Common Stocka Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Rights and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) date of the Registration Statement or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares, only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) 30 days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) 20 trading days within a thirty (30) 30 trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockStock (the “Warrant”). The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the tenth business day following the earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not be to exercise all or any remaining portion of the Over-allotment Option, but in no event will the Shares of Common Stock and the Warrants included in the Firm Units trade separately transferable until the 52nd day after the Effective Date Business Day (as defined below) or the announcement by after (i) the Company of has filed with the Representative’s decision to allow earlier trading, subject, however, to Securities and Exchange Commission (the Company filing “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing which includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period commencing on the later of (a) the completion consummation by the Company of an initial its “Business Combination (as defined below), and (b) 12 months Transaction” or one year from the effective date that (“Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) is declared effective (the “Effective Date”), and terminating on the five five-year anniversary of the closing consummation by the Company of a its initial Business CombinationTransaction. As used herein, the term “Business CombinationTransaction” shall mean any share exchange, share reconstruction and amalgamation, purchasing all the Company’s acquisition or substantially all acquisition of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, control of one or more operating businesses by the Company. The Company has the right to redeem the Warrantsor assets through a capital merger, with the prior consent of the Representativecapital stock exchange, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per asset or share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used hereinacquisition, the term “Business Day” shall mean any day reorganization, exchangeable share transaction or other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businesssimilar business transaction.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares” and, individually, an “Ordinary Share”), one redeemable warrant (the “Warrants”), and one-half of one redeemable warrant right (the “Warrant(sRights”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares, Warrants, and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd fifty-second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the Ordinary Shares, howeverWarrants, to and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase three-fourths (3/4) of one share of Class A Common Stock at a price of Ordinary Share for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (ai) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the effective date that (the “Effective Date”) of the Registration Statement (as defined belowin Section 2.1.1) is declared effective or (ii) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of its initial Business Combination, or earlier upon redemption of the Ordinary Shares or liquidation of the Company. Each Right entitles the holder to receive one-tenth of one Ordinary Share upon consummation by the Company of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all Warrants must be exercised in multiples of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givenfour. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks Rights must be converted in New York, New York are not open for businessmultiples of at least ten.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one ordinary share, and one right (“Right(s)”) to acquire one-tenth of an ordinary share upon the consummation of Class A Common Stocka Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares, only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one ordinary share of Class A common stock of the Company, no par value $0.0001 (the “Class A Common StockOrdinary Shares”), and one-(ii) one half of one redeemable warrant right, with each whole right entitling the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination as described in more detail below (the “Warrant(sRight(s)”) with each and (iii) one whole Warrant warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Shares (the “Warrant(s)). The Class A Common Stock Ordinary Shares, Warrants, and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Shares at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. Each whole Right entitles the holder to one tenth (1/10) of one Ordinary Share. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, the City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 ’s common stock (“Class A Common Stock”) and one redeemable warrant (the “Warrant(s)”), and each Warrant to purchase one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one a share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one one-half of a share of Class A Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(sWarrants”)”, and one right to receive one-tenth (1/10) with each whole Warrant entitling the holder thereof to purchase of one share of Class A Common Stock (the “Rights”) upon the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section 2.24). The Common Stock. The Class A Common Stock , Warrants and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the shares of Common Stock, however, to Warrants and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each whole Warrant entitles its holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment, commencing on the Company allow separate trading until later of twelve months from the Closing Date (idefined below) or 30 days after the preparation of an audited balance sheet of the Company reflecting receipt consummation by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock of the Companyordinary share, par value $0.0001 per share, of the Company (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that closing of the Registration Statement (as defined below) is declared effective (the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any merger, capital share exchange, share reconstruction and amalgamationasset acquisition, purchasing all shares purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Share has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 ’s common stock (“Class A Common Stock”), ) and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one one-half share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one one-half share of Class A Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will beginOffering. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall beginsheet. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stock of the Company, par value $0.0001 0.001 per share (“Class A Common Stock”), and one (1) right (the “Right(s)”) to receive one-half tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant (“Warrant(sWarrant”)”) with , each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock; provided, however, the Company will not sell or issue fractional shares. The Class A Common Stock Stock, the Rights and the Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement Prospectus (as defined below) is declared effective (the “Effective Date”), and terminating on the five year fifth (5th) anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share, no par value, of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Shares”), and one warrant (the “Warrants”) to purchase one-half (1/2) of one redeemable warrant Ordinary Share and one right (the “Warrant(s)Rights”) with each whole Warrant entitling to receive one-tenth (1/10) of one Ordinary Share upon the holder thereof to purchase one share consummation of Class A Common Stocka Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be trade separately transferable until on the 52nd fifty second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the Ordinary Shares, however, to Warrants and Rights included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of Ordinary Share for $11.50 per full share during the period 11.50, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months one year from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share, $0.0001 par value, of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share,” and the Ordinary Shares included in the Units, the “Public Shares”), and one-half of one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) day following the date hereof (or if such date is not be separately transferable until the 52nd day after the Effective Date a Business Day (as defined belowin Section 1.1.2), the following Business Day) or unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and has issued a press release announcing when such separate trading will begin. In no event will Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing 30 days after the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt consummation by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K merger, share exchange, asset acquisition, share purchase, reorganization, or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase business combination with one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock of the Company, par value $0.0001 .000001 (the “Class A Common Stock”), and one-half of (ii) one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one share Ordinary Share, and one right (“Right(s)”) to receive one-tenth of Class A Common Stockan Ordinary Share upon the consummation of a Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units (as defined below) will not be separately transferable until the 52nd business day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing completion of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 per share (an “Class A Common StockOrdinary Share”) and one (1) right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (as defined below) (the “Rights”); provided, and one-half of one redeemable warrant (“Warrant(s)”) however, the Company will not sell or issue fractional shares with each whole Warrant entitling the holder thereof respect to purchase one share of Class A Common Stockany Right. The Class A Common Stock Ordinary Shares and Warrants the Rights included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the U.S. Securities and Exchange Commission (the “Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant As described in the Prospectus (as defined herein), each Right entitles the holder thereof to purchase receive one-tenth (1/10) of one share Ordinary Share upon the consummation of Class A Common Stock a Business Combination. Each ten Rights entitle the holder thereof to receive one Ordinary Share at the closing of a price Business Combination. The Company will not issue fractional shares. As a result, a holder must hold rights in multiples of $11.50 per full share during ten (10) in order to receive Ordinary Shares for all of the period commencing on holder’s rights upon closing of a Business Combination. If the later of (a) the completion of an initial Company is unable to complete a Business Combination within the required time period and the Company redeems the Ordinary Shares for the funds held in the Trust Account (as defined below), holders of Rights will not receive any of such funds for their Rights and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business CombinationRights will expire worthless. As used herein, the term “Business Combination” shall mean any merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, purchasing all reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day federal holiday, on which banks in New York City are generally open for normal business; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non- essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are not generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Companystock, par value $0.0001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), ) if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU (as hereinafter defined). Each Firm Unit consists of one (1) share of Class A common stock of the Companystock, par value $0.0001 0.00001 per share, of the Company (“Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock, and one (1) right (the “Right(s)”) to receive one-seventh (1/7) of one share of Common Stock upon the consummation of a Business Combination (as defined below). The Class A Common Stock Stock, the Warrants and Warrants the Rights included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share Share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial a Business Combination (as defined below)Combination, and (b) 12 months from the date that Effective Date of the Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per as determined in accordance with the Warrant Agreement (as defined in Section 2.22 hereof) at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is given. Each Right entitles the holder to receive one-seventh (1/7) of one share of Common Stock upon the closing of a Business Combination (as defined herein). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the CompanyCommon Stock, par value $0.0001 0.001 per share, of the Company (“Class A Common Stock”), ) and one-half (1/2) of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at a an exercise price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.on

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, no par value $0.0001 (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one share Ordinary Share, and one right (“Right(s)”) to acquire one-tenth of Class A Common Stockan Ordinary Share upon the consummation of a Business Combination (as defined below). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd 90th day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock stock, $0.0001 par value, of the Company, par value $0.0001 Company (the “Class A Common Stock”), and one-half third of one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be trade separately transferable until on the 52nd fifty second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representatives determine to allow earlier separate trading; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade. Notwithstanding the immediately preceding sentence, subject, however, in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately prior to (i) the Company filing having filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company having filed with the Commission a Current Report on Form 8-K and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Warrants or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the common stock of the Company, par value $0.0001 0.01 per share (the “Class A Common Stock”), and one right that entitles the holder thereof to receive one-half tenth (1/10) of one share of common stock upon the consummation of the Business Combination (as defined below) (collectively, the “Rights”), and one redeemable warrant (“Warrant(scollectively, the ”Warrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A . The Common Stock. The Class A Common Stock , the Rights and the Warrants included in the Firm Units will not be trade separately transferable until on the 52nd day after following the Effective Date date hereof (or if such day is not a Business Day (as defined below), the following Business Day) or unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the shares of Common Stock, however, to the Rights and the Warrants included in the Firm Units trade separately until (a) the Company filing has filed with the United States Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined below) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (as defined below) if such option is exercised prior to the filing of the Form 8-K, and (b) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begincommence. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”). The Warrants will expire upon the earlier to occur of (i) 5:00 p.m. New York time, and terminating on the date that is the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all consummation of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by Business Combination and (ii) the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock Ordinary Shares of the Company, par value $0.0001 (the “Class A Common StockOrdinary Shares”), and one-half of (ii) one redeemable warrant (“Public Warrant(s)”) with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Shares. The Class A Common Stock Ordinary Shares and Public Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Shares at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business CombinationCombination or earlier upon redemption of the Class A Ordinary Shares or liquidation of the Company. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Public Warrants, with the prior consent of the Representativein whole or part, upon not less than thirty (30) days written notice at a price of $0.01 per Public Warrant at any time after the Public Warrants become exercisable; so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given; provided that there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Public Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights, and Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the fifth (5th) anniversary of the closing of an initial Business Combination (as defined below), and . Each Right entitles the holder to receive one-tenth (b1/10) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of one Ordinary Share upon the closing of a Business CombinationCombination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (“Class A Common StockOrdinary Share” and, together with the Company’s Class B ordinary shares, par value $0.0001 per share, the “Ordinary Shares”) and one right to receive one-tenth (1/10) of one Class A Ordinary Share (“Right”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the Securities and Exchange Commission (“Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant Right entitles the holder thereof to purchase receive one-tenth of one share Class A Ordinary Share. The Rights will convert into whole numbers of Class A Common Stock Ordinary Shares (Rights may only be converted in increments of ten) at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Business Combination. As used herein, the term “Business Combination” shall mean any merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, purchasing all recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givenor entities. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A the common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one right that entitles the holder thereof to receive one-half twentieth (1/20) of one share of common stock upon the consummation of an initial business combination (the “Rights”), and one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A . The Common Stock. The Class A Common Stock , Rights and the Warrants included in the Firm Units will not be trade separately transferable until on the 52nd fifty-second (52nd) day after following the Effective Date (as defined below) or date hereof unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the shares of Common Stock, however, to Rights and the Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common Stock”), and one-half of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement Prospectus (as defined below) is declared effective (the “Effective Date”), and terminating on the five year fifth (5th) anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” (as more fully described in the Registration Statement) shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days days’ written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is given. As used herein, the term given (“Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessForce-Call Redemption”).

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the CompanyCommon Stock, par value $0.0001 0.001 per share, of the Company (“Class A Common Stock”), ) and one-half (1/2) of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at a an exercise price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Companystock, par value $0.0001 per share of the Company (the “Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockStock (the “Warrant(s)”). The Class A shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period commencing on the later of (a) 30 days after the completion closing of an initial a Business Combination Combination, or (b) twelve months from the Closing (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share acquisition by merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withreorganization, or engaging in any other similar business combination with, of one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share 21.00 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one share of Class A Common Stock, and one right (“Right(s)”) to receive one-tenth of one share of Common Stock upon the consummation of an initial Business Combination (as defined below). The Class A Common Stock Stock, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, purchasing all reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last reported sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day date on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock ordinary share of the Company, par value $0.0001 (“Class A Common Stockordinary share”), and (ii) one-half ninth of one redeemable warrant (“Outstanding Redeemable Warrant(s)”), and (iii) a contingent right to receive at least two-ninths of one redeemable warrant following the time at which the Company redeems the Class A ordinary shares that the holders thereof have elected to redeem in connection with the Company’s initial Business Combination (as defined below) which will occur prior to the consummation of the initial Business Combination (the (“Distributable Medicus Redeemable Warrant(s)”) and, together with each whole Warrant entitling the holder thereof Outstanding Redeemable Warrants, the “Warrants”). Pursuant to purchase one share the Company’s amended and restated memorandum and articles of association (as may be amended from time to time, the “Amended and Restated Memorandum and Articles of Association”) and a Contingent Rights Agreement, an aggregate of 1,777,778 Distributable Medicus Redeemable Warrants will be issued on a pro-rata basis to holders of outstanding Class A Common Stockordinary shares issued in connection with the sale of the Units hereunder that are outstanding after the Company redeems any Class A ordinary share that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below). The Class A Common Stock ordinary share and Outstanding Redeemable Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock ordinary share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Company’s initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit, it being understood that the offering price is not in excess of the price recommended by the QIU. Each Firm Unit consists of one (1) share of Class A common stock of the Company, par value $0.0001 ’s common stock (“Class A Common Stock”) and one redeemable warrant (the “Warrant(s)”), and each Warrant to purchase one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one a share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one one-half of a share of Class A Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, recapitalization, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given, provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period and continuing each day thereafter until the date of redemption (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Company’s initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, banks shall not be deemed to be authorized or obligated by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national banks in New York, New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share, no par value, of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share (the “Warrant”). The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will trade separately on the tenth business day following the earlier to occur of the expiration of the Over-allotment Option (as defined in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Underwriters of their intention not be to exercise all or any remaining portion of the Over-allotment Option, but in no event will the Ordinary Shares and the Warrants included in the Firm Units trade separately transferable until the 52nd day after the Effective Date Business Day (as defined below) or the announcement by after (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Report of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report Foreign Private Issuer on Form 86-K (“Form 8-K”) with the Commission (as defined below) containing which includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 6-K, and (ii) the Company has filed with the Commission a Report of Foreign Private Issuer on Form 6-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of Ordinary Share for $11.50 per full share 10.00 during the period commencing on the later of (a) 30 days after the completion consummation by the Company of an initial its Business Combination (as defined below), and (b) 12 months or one year from the date Closing Date, provided, in each case, that an effective registration statement under the Registration Statement Act (as defined belowin Section 1.3.1 hereof) is declared effective (covering the “Effective Date”)Ordinary Shares underlying the Warrants and a current prospectus in respect thereof are available. The Warrants will expire at 5:00 p.m., and terminating New York City time, on the five five-year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any the Company’s initial acquisition, share exchange, share reconstruction and amalgamationor amalgamation or contractual arrangement with, purchasing or purchase of, all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessasset.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company’s common stock, par value $0.0001 .0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(sWarrant”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A shares of Common Stock and the Warrants included in the Firm Units will not be trade separately transferable until on the 52nd tenth (10) business day after following the Effective Date earlier to occur of the expiration of the Over-allotment Option (as defined below) in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (as defined in Section 2.1.1 hereof), its exercise in full or the announcement by the Company Underwriters of their intention not to exercise all or any remaining portion of the Representative’s decision to allow earlier tradingOver-allotment Option, subject, however, to but in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until the business day after (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing which includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering offering of the Firm Units and issuing the Private Placement (as defined in Section 1.3), including any proceeds the Company receives from the exercise of the Over-allotment Option if such option is exercised prior to the filing of the Form 8-K, (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until , and (iiii) the preparation of an audited balance sheet expiration of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8Over-K allotment Option or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall beginits exercise in full. Each Warrant entitles the its holder thereof to exercise it to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period commencing on the later of (a) 30 days after the completion consummation by the Company of an initial its Business Combination (as defined below), and (b) 12 months or one year from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five five-year anniversary of the closing consummation by the Company of a its Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all the Company’s initial acquisition of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrantsor assets through a merger, with the prior consent of the Representativecapital stock exchange, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per asset acquisition, stock purchase, reorganization, exchangeable share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day transaction or other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businesssimilar business combination.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Companystock, par value $0.0001 per share of the Company (the “Class A Common Stock”), one right to receive one-tenth (1/10) of a share of Common Stock automatically upon consummation of a Business Combination (as defined below) (the “Right(s)”), and one redeemable warrant to purchase one-half (1/2) of one redeemable warrant a share of Common Stock (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share ). The shares of Class A Common Stock. The Class A Common Stock , the Rights and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s our receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles The Warrants may only be exercised in multiples of two, and every two Warrants entitle the holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period commencing on the later of (a) 30 days after the completion closing of an initial a Business Combination (as defined below)Combination, and or (b) 12 months one (1) year from the effective date that of the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of the a Business Combination. Each Right entitles its holder to receive one-tenth (1/10) of a share of Common Stock automatically upon consummation by the Company of a Business Combination. As used herein, the term “Business Combination” shall mean any share acquisition by merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all or substantially all of the assets of, entering into contractual arrangements withstock purchase, or engaging in any other similar business combination withcombination, or control through contractual arrangements, of one or more operating businesses by the Company. The Company’s initial focus will be on acquiring an operating business in the information technology consulting industry. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share 15.00 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock ordinary of the Company, par value $0.0001 per share (each, a “Class A Common StockOrdinary Share”), and (ii) one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share, and (iii) one right (“Right(s)”) with each Right entitling the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon consummation of the initial Business Combination (defined below). The Class A Common Stock Ordinary Shares, Rights and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given; provided that there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stock stock, $0.0001 par value, of the Company, par value $0.0001 Company (the “Class A Common Stock”), and one-half third of one redeemable warrant (the “Warrant(sWarrants”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will trade separately on the fifty second (52nd) day following the date hereof (or if such date is not be separately transferable until the 52nd day after the Effective Date a Business Day (as defined belowin Section 1.1.2), the following Business Day) or unless the announcement by the Company of the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the shares of Common Stock and the Warrants included in the Firm Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Warrant Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 twelve months from the date that the Registration Statement Closing Date (as defined below) is declared effective or 30 days after the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Effective DateBusiness Combination”), ) and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, earlier upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price redemption of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on or liquidation of the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessCompany.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day Business Day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Company’s initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, banks shall not be deemed to be authorized or obligated by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or {00891543.DOCX.5} restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national banks in New York, New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), ) and one-half of one redeemable warrant (“Warrant(sWarrant”)”) with , each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock; provided, however, the Company will not sell or issue fractional shares. The Class A Common Stock and the Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the date that the Registration Statement (as defined below) is declared effective (the “Effective Date Date”) by the Commission (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each As described in the Prospectus (as defined herein), each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on thirty (30) days after the later closing of (a) the completion of an initial a Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year fifth (5th) anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent upon a minimum of the Representative, upon not less than thirty (30) days days’ prior written notice at a price of $0.01 per Warrant at any time after while the Warrants become are exercisable; so long as (i) the last sales price of the shares of Common Stock has been at least equals or exceeds $18.00 16.50 per share (as-adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which the redemption notice is given. As used herein, and (ii) a registration statement with respect to the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.shares of Common Stock underlying such warrants at the time of redemption

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share (1) subunit (the “Subunit(s)”) and one-half (1/2) of Class A common stock one redeemable warrant (the “Warrant(s)”). Each Warrant is redeemable for the purchase of one of the Company’s Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Common StockOrdinary Shares”), and one-half . Each Subunit consists of one redeemable warrant (“Warrant(s)”1) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share and one quarter (1/4) of a Warrant. The Class A Common Stock Subunits and the Warrants included in the Firm Units will not be separately transferable until the earlier of: (x) the 52nd day after the Effective Date (the “Effective Date” being the date that the Registration Statement (as defined below) or becomes effective ); and (y) the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the gross proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles The Company plans to list the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during Ordinary Shares separately after the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and . Each whole Warrant entitles the holder to purchase one (b1) 12 months from Class A Ordinary Share at an exercise price of $11.50 per share during the date that period commencing thirty (30) days after the Registration Statement (as defined below) is declared effective (the “Effective Date”), closing of a Business Combination and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the Class A Ordinary Shares underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one share of Class A common stock of the Company, par value $0.0001 0.00001 (the “Class A Common Stock”), and one-half of (ii) one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day. {N0405512}

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one (1) share of Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock”), and one-half of (ii) one (1) redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one (1) share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd fifty-second (52nd) day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one (1) share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion of an initial Business Combination (as defined below), and (b) 12 twelve (12) months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or will trade separately on the announcement by 52nd day following the Company of date hereof unless the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subject, however, to in no event will the Class A Ordinary Shares and the Warrants included in the Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.3) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will The Company has twenty-four (24) months after the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof Closing Date to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an complete its initial Business Combination (as defined below), and in Section 1.3 hereof) unless the Company elects to extend this initial time period. The Company may extend that initial time period two (b2) 12 times by an additional three months each time (for a total period of up to thirty (30) months from the date that Closing Date) without submitting such proposed extensions to the Registration Statement Company’s shareholders for approval or offering the Company’s Public Shareholders (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary redemption rights in connection therewith. The terms of the closing of a Business Combination. As used herein, initial time period and the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of extensions are more fully described in the assets of, entering into contractual arrangements with, or engaging Prospectus (as defined in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for businessSection 2.1.1 below).

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one-half of one share of Class A Common Stock, and one right (“Right(s)”) to receive one-tenth of one share of Common Stock upon the consummation of an initial Business Combination (as defined below). The Class A Common Stock Stock, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half of one share of Class A Common Stock at a price of $11.50 per full share (the Warrants may only be exercised for whole numbers of shares only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any merger, share exchange, asset acquisition, share reconstruction and amalgamationpurchase, purchasing all reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last reported sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day date on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant right (the “Warrant(sRights”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and Warrants Rights included in the Units (as defined below) will trade separately on the 52nd day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Rights included in the Firm Units will not be trade separately transferable until the 52nd day after the Effective Date (as defined belowi) or the announcement by the Company of has filed with the Representative’s decision to allow earlier trading, subject, however, to Securities and Exchange Commission (the Company filing “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each Right entitles its holder to receive one-eighth (1/8) of one Class A Ordinary Share upon the Company allow separate trading until (i) the preparation consummation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission a Business Combination (as herein defineddefined below). The Company has eighteen (18) on a Form 8-K or similar form by months after the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof Closing Date to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an complete its initial Business Combination (as defined below)) unless the Company and the Sponsor-HoldCo elect to extend this initial time period pursuant to the following scenarios: (x) in the event that the Company executes a definitive agreement for an initial Business Combination within 18 months after the Closing Date, it will automatically receive an additional three month to consummate the initial Business Combination, provided that the Company will issue a press release and file a Current Report on Form 8-K announcing the execution of the definitive agreement for the initial Business Combination as well as the extended deadline to complete the initial Business Combination; or (by) 12 in addition or irrespective of the foregoing, the Company and the Sponsor HoldCo may extend that initial time period two times by an additional three months each time (for a total period of up to 24 months from the date that Closing Date, or 27 months from the Registration Statement Closing Date, if the conditions in scenario (x) is met) without submitting such proposed extensions to the Company’s shareholders for approval or offering the Company’s public shareholders redemption rights in connection therewith. The terms of the initial time period and the extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering of the Firm Units and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days following the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination, and each ten Rights entitle the holder to receive one (1) Ordinary Share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) share of Class A common stock of the Companystock, par value $0.0001 per share, of the Company (“Class A Common Stock”), ) and one-half three quarters of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Firm Units and only whole Warrants will trade or be exercisable. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Company’s initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, banks shall not be deemed to be authorized or obligated by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national banks in New York, New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (“Class A Common StockOrdinary Share”); and, together with the Company’s Class B ordinary shares, par value $0.0001 per share, the “Ordinary Shares”) and one-half of one redeemable warrant (“Warrant(sWarrant”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the Securities and Exchange Commission (“Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share share, subject to adjustment. The Warrants may only be exercised for whole numbers of Class A Ordinary Shares (only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination, and each ten Rights entitle the holder to receive one (1) Ordinary Share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one ordinary share of Class A common stock of the Company, par value $0.0001 (“Class A Common StockOrdinary Share”), ) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stockordinary share. The Class A Common Stock Ordinary Shares, and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (“Class A Common StockOrdinary Share”; and, together with the Company’s Class B ordinary shares, par value $0.0001 per share, the “Ordinary Shares”), and one-half of one redeemable warrant (“Warrant(sWarrant”)”, and one right to receive one-tenth (1/10) with each whole Warrant entitling the holder thereof to purchase one share of a Class A Common Stockordinary share upon the consummation of an initial business combination (“Right”). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date date that the Registration Statement (as defined below) is declared effective (the “Effective Date”) by the Securities and Exchange Commission (“Commission”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles two Warrants entitle the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share share, subject to adjustment. The Warrants may only be exercised for whole numbers of Class A Ordinary Shares (only an even number of Warrants may be exercised at any given time) during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Business Combination. Each Right entitles the holder to receive one-tenth of one Class A Ordinary Share. The Rights will convert into whole numbers of Class A Ordinary Shares (Rights may only be converted in increments of ten) at the closing of the Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock. Ordinary Share .. The Class A Common Stock Ordinary Shares, the Rights and the Warrants included in the Firm Units will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination and each ten Rights entitle the holder to receive one (1) Ordinary Share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 8.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company’s common stock, par value $0.0001 .0001 per share (the “Class A Common Stock”), and one-half one warrant to purchase a share of one redeemable warrant Common Stock (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock). The Class A shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the 52nd day 90 days after the effective date (the “Effective Date Date”) of the Registration Statement (as defined belowin Section 2.1.1 hereof) or the announcement by unless Maxim informs the Company of the Representative’s its decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In (and thereafter shall trade only separately), but in no event will the Company Maxim allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance Business Day (defined below) following the earliest to occur of a press release announcing when such separate trading shall beginthe expiration of the Over-allotment Option (defined below) or the exercise of the Over-allotment Option in full. Each Warrant entitles the its holder thereof to purchase one share of Class A Common Stock at a price of for $11.50 per full share 6.00 during the period commencing on the later of (a) the completion consummation by the Company of an initial its “Business Combination (as defined below), and Combination” or (b) 12 months one year from the date that Effective Date of the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the five four-year anniversary of the closing of a Business CombinationEffective Date. As used herein, the term “Business Combination” shall mean any share acquisition by merger, capital stock exchange, share reconstruction and amalgamation, purchasing all asset or substantially all of the assets of, entering into contractual arrangements with, stock acquisition or engaging in any other similar business combination withconsummated by the Company with a single operating entity, or one or more operating businesses by related or unrelated entities in the Companypublishing or related industries (as described more fully in the Registration Statement). The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last average closing sales price of the Company’s Common Stock has been at least $18.00 per share 11.50 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common Stock”), and one (1) right (the “Right(s)”) to receive one-half twentieth (1/20) of one share of Common Stock upon the consummation of a Business Combination (as defined below), and one (1) redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one share of Class A Common Stock; provided, however, the Company will not sell or issue fractional shares of Common Stock. The Class A Common Stock Stock, the Rights, and the Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the 52nd earlier of the 90th day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Right entitles the holder to receive one-twentieth (1/20) of one share of Common Stock upon the closing of a Business Combination (as defined herein); provided, however, the Company will not sell or issue fractional shares of Common Stock. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion closing of an initial the Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), closing of this Offering and terminating on five years after the five year anniversary completion of the closing of a Business Combinationour initial business combination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days prior written notice notice, at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock of the Companyordinary share, par value $0.0001 0.001 per share, of the Company (“Class A Common StockOrdinary Shares”), ) and one-half (1/2) of one (1) redeemable warrant (the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable begin separate trading until the earlier of the 52nd business day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, in each case, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of (1) Class A Common Stock Ordinary Share at a an exercise price of $11.50 per full share during the period commencing on thirty (30) days after the later closing of (a) the completion of an Company’s initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”)Combination, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the last reported sales price of the Common Stock Class A Ordinary Shares has been at least $18.00 16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day (as defined below) prior to the day on which redemption notice is given, and provided that there is an effective registration statement and current prospectus covering the Class A Ordinary Shares underlying the Warrants during the 30 day period after the redemption notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business. “Public Shareholders” means the holders of the Class A Ordinary Shares sold as part of the Units (defined below) in the Offering or acquired in the aftermarket, including the Initial Shareholders (defined below) to the extent they acquire such Units and/or the Class A Ordinary Shares sold as part of such Units in the aftermarket (and solely with respect to such Units and/or Class A Ordinary Shares).

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of Class A common stock of the Company, par value $0.0001 Company (“Class A Common StockOrdinary Share”), and one (1) right (the “Right(s)”) to receive one-half tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock Ordinary Shares, the Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering of the Firm Units and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering of the Firm Units and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial a Business Combination (as defined below), and or (b) 12 twelve (12) months from the date that of the Registration Statement (as defined below) is declared effective (consummation of the “Effective Date”)Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination, and each ten Rights entitle the holder to receive one (1) Ordinary Share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Shares has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of (i) one ordinary share of Class A common stock of the Company, $0.000125 par value $0.0001 per share (each, a “Ordinary Share”) and (ii) one right (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(sRight(s)”) with each whole Warrant Right entitling the holder thereof to purchase receive two-tenths (2/10) of one share Ordinary Share upon consummation of Class A Common Stockthe initial Business Combination (defined below). The Class A Common Stock Ordinary Shares and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles Except in cases where the Company is not the surviving company in a Business Combination (as defined below), each holder thereof of a Right will automatically receive two-tenths (2/10) of one Ordinary Share upon consummation of the Company’s initial Business Combination (as defined below). The Company will not issue fractional shares in connection with an exchange of Rights. Fractional shares will either be rounded down to purchase one the nearest whole share or otherwise addressed in accordance with the applicable provisions of Class A Common Stock at a price of $11.50 per full share during Cayman law. In the period commencing on event the later of (a) Company will not be the surviving company upon completion of an its initial Business Combination (as defined below), and each holder of a Right will be required to affirmatively convert his, her or its rights in order to receive the two-tenths (b2/10) 12 months from of one Ordinary Share underlying each right upon consummation of the date that Business Combination (as defined below). If the Registration Statement Company is unable to complete an initial Business Combination (as defined below) is declared effective (within the “Effective Date”)required time period and the Company redeems the public shares for the funds held in the trust account, holders of Rights will not receive any of such funds for their rights and terminating on the five year anniversary of the closing of a Business Combinationrights will expire worthless. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, share purchase, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) , are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) ), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each wholen Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that closing of the Registration Statement (as defined below) is declared effective offering (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Except as described in the Registration Statement, the Company has the right to may redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days days’ prior written notice of redemption at a price of $0.01 per Warrant at any time after the Warrants become exercisable; , so long as the reported last sales price of the Class A Common Stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading day period commencing once the warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice of redemption is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant right (the “Warrant(sRights”)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock Ordinary Shares and Warrants Rights included in the Units (as defined below) will trade separately on the 52nd day following the Pricing Date unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Class A Ordinary Shares and the Rights included in the Firm Units will not be trade separately transferable until the 52nd day after the Effective Date (as defined belowi) or the announcement by the Company of has filed with the Representative’s decision to allow earlier trading, subject, however, to Securities and Exchange Commission (the Company filing “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.5.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each Right entitles its holder to receive one-eighth (1/8) of one Class A Ordinary Share upon the Company allow separate trading until (i) the preparation consummation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission a Business Combination (as herein defineddefined below). The Company has eighteen (18) on a Form 8-K or similar form by months after the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof Closing Date to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an complete its initial Business Combination (as defined below)) unless the Company and the Sponsor-HoldCo elect to extend this initial time period pursuant to the following scenarios: (x) in the event that the Company executes a definitive agreement for an initial Business Combination within 18 months after the Closing Date, it will automatically receive an additional three month to consummate the initial Business Combination, provided that the Company will issue a press release and file a Current Report on Form 8-K announcing the execution of the definitive agreement for the initial Business Combination as well as the extended deadline to complete the initial Business Combination; or (by) 12 in addition or irrespective of the foregoing, the Company and the Sponsor HoldCo may extend that initial time period two times by an additional three months each time (for a total period of up to 24 months from the date that Closing Date, or 27 months from the Registration Statement Closing Date, if the conditions in scenario (x) is met) without submitting such proposed extensions to the Company’s shareholders for approval or offering the Company’s public shareholders redemption rights in connection therewith. The terms of the initial time period and the extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of (1) Class A common stock of the Companyordinary share, par value $0.0001 per share, of the Company (“Class A Common StockOrdinary Share”), one Class 1 redeemable warrant (each, a “Class 1 Warrant”) and one-half of one Class 2 redeemable warrant (each, a “Class 2 Warrant” and together with the Class 1 Warrant, the “Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common StockOrdinary Share. The Class A Common Stock and 1 Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of (1) Class A Common Stock Ordinary Share at a an exercise price of $11.50 per full share during the period commencing on the later of (a) thirty (30) days after the completion closing of an initial a Business Combination (as defined below), and or (b) 12 fifteen (15) months from the date that the Registration Statement Closing Date (as defined below) is declared effective (except for Class 2 Warrants attached to shares that are redeemed in connection with the “Effective Date”initial Business Combination, which will expire upon the redemption of such shares), and terminating on the five (5) year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamationamalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, with one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the RepresentativeRepresentatives, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.after

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock. The Class A Common Stock and Warrants included in the Firm Units will not be separately transferable until the 52nd day Business Day after the Effective Date (as defined below) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement Closing Date (as defined below) is declared effective (the “Effective Date”), and terminating on the five year anniversary of the closing of a the Company’s initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business; provided, however, for clarification, banks shall not be deemed to be authorized or obligated by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of national banks in New York, New York are generally are open for use by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock of the Company(1) ordinary share, par value $0.0001 per share, of the Company (“Class A Common StockOrdinary Share”), ) and onethree-half quarters of one redeemable warrant (the “Warrant(s)”) with ), each whole Warrant entitling the holder thereof to purchase one share Ordinary Share at an exercise price of Class A Common Stock$11.50 per whole share. The Class A Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the Effective Date date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock Ordinary Share at a price of $11.50 per full whole share during the period commencing on the later of 30 days (a) the completion of an initial a Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any share merger, capital stock exchange, share reconstruction and amalgamationasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with, one or more operating businesses by the Companycombination. The Company has the right to redeem the Warrants, with the prior consent of the Representative, Warrants upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock Ordinary Share has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period commencing after the Warrants become exercisable and ending on the third (3rd) Business Day prior to the day on which notice is givengiven (“Force-Call Redemption”). As used herein, the term “Business Day” shall mean means any day other than a Saturday, Sunday or any other day on which national commercial banks in New York, The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for businessuse by customers on such day.

per Firm Unit. The Firm Units (and the Option Units (as hereinafter defined), if any) are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of Class A common stock ordinary share of the Company, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), one redeemable warrant (the “Warrants”), and one right to receive one-half tenth (1/10) of one redeemable warrant Ordinary Share (the “Warrant(s)Rights”) upon the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with each whole Warrant entitling one or more businesses (the holder thereof “Business Combination”) pursuant to purchase one share of Class A Common Stockthe Rights Agreement (as defined in Section 2.24). The Class A Common Stock Ordinary Shares, Warrants and Warrants Rights included in the Firm Units will not be separately transferable until the 52nd day after the Effective Date (as defined below) or will trade separately on the announcement by 52nd business day following the Company of date hereof unless the Representative’s decision Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, subjectin no event will the Ordinary Shares, however, to Warrants and Rights included in the Units trade separately until (i) the Company filing has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing that includes an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing the Unit Private Placement (as defined in Section 1.4.2) and updated financial information with respect to any proceeds the Company receives from the exercise of the Over-allotment Option (defined below) if such option is exercised prior to the filing of the Form 8-K, and (ii) the Company has filed with the Commission a Current Report on Form 8-K and issued a press release announcing when such separate trading will begin. In no event will Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing on the Company allow separate trading until later of 12 months from the Closing Date (idefined below) or 30 days after the preparation of an audited balance sheet of the Company reflecting receipt consummation by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the completion of an initial Business Combination (as defined below), and (b) 12 months from the date that the Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating expiring on the five year anniversary of the closing consummation by the Company of a its initial Business Combination. As used herein, the term “Business Combination” shall mean any share exchange, share reconstruction and amalgamation, purchasing all or substantially all earlier upon redemption of the assets of, entering into contractual arrangements with, Ordinary Shares or engaging in any other similar business combination with, one or more operating businesses by liquidation of the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price of the Common Stock has been at least $18.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day prior to the day on which notice is given. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.