Common use of Private Placement Units Clause in Contracts

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 539,750 private placement units, each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 Private Placement Units, the Sponsor will purchase 364,750 Private Placement Units and the Underwriters will purchase 175,000 Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, (i) the Sponsor and the Underwriters will purchase from the Company Company, pursuant to the Purchase Agreements (as defined in Section 2.21.2 Section2.21.3 hereof), an aggregate of 539,750 330,000 private placement units, each unit containing one Class A Ordinary Share units (230,000 private placement units by the Sponsor and 100,000 private placement units by the Underwriters) (the “Private Placement Shares”) and one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement RightsUnits”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under ActUnit, pursuant to Section 4(a)(2) of the Act. Of those 539,750 Private Placement Units, the Sponsor will purchase 364,750 Private Placement Units and the Underwriters will purchase 175,000 Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, Act pursuant to Section 4(a)(2) of the Act (the “Option Private Placement UnitsPlacement”). The Private Placement Units and Option Private Placement Units, if any, the Ordinary Shares and Share Rights underlying the Placement Units (including the Ordinary Shares underlying such Share Rights) are substantially hereinafter referred to collectively as the “Placement Securities.” Each Placement Unit shall be identical to the Units, subject to certain exceptions. The private placement except that none of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, Securities may be soldtransferred, assigned or transferred sold by the Sponsor, the Representative Underwriters or their permitted transferees transferees, as applicable, until 30 one hundred and eighty (180) days after consummation of a the Business Combination. Certain proceeds The Underwriters acknowledge and agree that the Placement Securities and any Additional Placement Securities (as defined in Section 1.4.3) acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities and any Additional Placement Securities (as defined in Section 1.4.3) acquired by the Underwriters pursuant to the Underwriter’s Purchase Agreement (as defined in Section2.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. Except as disclosed in the Registration Statement, there will be no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust AccountSecurities. The holders of Purchase Agreements shall state that the Private Placement Shares shall not have Sponsor has agreed to waive its redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by Securities in connection with the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion completion of the Private Placement Rights will be subject initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the lock-up and registration rights limitations imposed by FINRA Rule 5110Placement Securities if the Company fails to complete the initial Business Combination within 18 months from the closing of the Offering.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate of 539,750 828,977 private placement unitsunits (or up to 927,727 private placement units if the Underwriters’ over-allotment option is exercised in full), each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth fifteenth (1/101/15) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 828,977 Private Placement Units, the Sponsor will purchase 364,750 457,942 Private Placement Units (or up to 495,447 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) and the Underwriters Representative will purchase 175,000 371,035 (or up to 427,280 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, Rights are substantially identical to the UnitsShare Rights, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of Neither the Private Placement Units, the Option Private Placement Units, Units nor the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters BTIG will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 539,750 765,000 private placement unitsunits (515,000 private units by the Sponsor and 250,000 by BTIG) (or up to an aggregate of 840,000 if the Over-allotment Option is exercised in full (530,000 by the Sponsor and 310,000 by BTIG)), each private unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one-half of one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of a Business Combination redeemable warrant (the “Private Placement RightsWarrants”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 Private Placement Units, the Sponsor will purchase 364,750 Private Placement Units and the Underwriters will purchase 175,000 Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 15,000 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters)60,000 Private Placement Units, respectively, at a purchase price of $10.00 per Private Placement Unit in a private placement placements intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Firm Units, subject to certain exceptions. The Private Placement Warrants will be identical to the Public Warrants. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of Neither the Private Placement Units, the Option Private Placement Units, Units nor the underlying Private Placement Shares or and Private Placement RightsWarrants, or the Class A Ordinary Shares underlying the Private Placement RightsWarrants, may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until 30 days after the consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as For so long as any Private Placement Units, Option Private Placement Units, and underlying Private Placement Shares and underlying Private Placement Rights Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the Shares and underlying Private Placement Rights Warrants, and the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 51105110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales in the Offering.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 539,750 645,000 private placement units, each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 645,000 Private Placement Units, the Sponsor will purchase 364,750 425,000 Private Placement Units and the Underwriters Representative will purchase 175,000 220,000 Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 63,000 Private Placement Units (up to 26,250 30,000 units to be purchased by the Sponsor and up to 26,250 33,000 to be purchased by the UnderwritersRepresentative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate of 539,750 850,000 private placement unitsunits (or up to 943,750 private placement units if the Underwriters’ over-allotment option is exercised in full), each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth fifteenth (1/101/15) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 850,000 Private Placement Units, the Sponsor will purchase 364,750 478,970 Private Placement Units (or up to 516,470 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) and the Underwriters Representative will purchase 175,000 371,030 (or up to 427,280 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, Rights are substantially identical to the UnitsShare Rights, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of Neither the Private Placement Units, the Option Private Placement Units, Units nor the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate of 539,750 800,000 private placement unitsunits (or up to 886,250 private placement units if the Underwriters’ over-allotment option is exercised in full), each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth fifteenth (1/101/15) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 800,000 Private Placement Units, the Sponsor will purchase 364,750 478,970 Private Placement Units (or up to 516,470 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) and the Underwriters Representative will purchase 175,000 321,030 (or up to 369,780 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, Rights are substantially identical to the UnitsShare Rights, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of Neither the Private Placement Units, the Option Private Placement Units, Units nor the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof), an aggregate of 539,750 725,000 private placement unitsunits (or up to 800,000 private placement units if the Underwriters’ over-allotment option is exercised in full), each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth fifteenth (1/101/15) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 725,000 Private Placement Units, the Sponsor will purchase 364,750 394,880 Private Placement Units (or up to 432,380 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) and the Underwriters Representative will purchase 175,000 330,120 (or up to 367,620 Private Placement Units if the Underwriters’ over-allotment option is exercised in full) Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 Private Placement Units (up to 26,250 units to be purchased by the Sponsor and up to 26,250 to be purchased by the Underwriters), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, Rights are substantially identical to the UnitsShare Rights, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of Neither the Private Placement Units, the Option Private Placement Units, Units nor the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative Sponsor or their its permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.

Private Placement Units. Simultaneously with the Closing Date, the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), an aggregate of 539,750 625,000 private placement units, each unit containing one Class A Ordinary Share (the “Private Placement Shares”) and one Share Right to receive one tenth (1/10) of a Class A Ordinary Share upon the consummation of a Business Combination (the “Private Placement Rights”), at a purchase price of $10.00 per unit (the “Private Placement Units”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Of those 539,750 625,000 Private Placement Units, the Sponsor will purchase 364,750 425,000 Private Placement Units and the Underwriters Representative will purchase 175,000 200,000 Private Placement Units. Simultaneously with the Option Closing Date (if any), the Sponsor and the Underwriters Representative will purchase from the Company pursuant to the Purchase Agreements up to an additional 52,500 60,000 Private Placement Units (up to 26,250 30,000 units to be purchased by the Sponsor and up to 26,250 30,000 to be purchased by the UnderwritersRepresentative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act, pursuant to Section 4(a)(2) of the Act (the “Option Private Placement Units”). The Private Placement Units and Option Private Placement Units, if any, are substantially identical to the Units, subject to certain exceptions. The private placement of the Private Placement Units and the Option Private Placement Units, if any, is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the underlying Private Placement Shares or Private Placement Rights, or the Class A Ordinary Shares underlying the Private Placement Rights, may be sold, assigned or transferred by the Sponsor, the Representative or their permitted transferees until 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The holders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Rights are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement Shares, the underlying Private Placement Rights and the Class A Ordinary Shares issuable upon conversion of the Private Placement Rights will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110.