Common use of Raising of the Capital in Connection with the Initial Business Combination Clause in Contracts

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Sponsor or any affiliates of Sponsor, as applicable, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by Sponsor or any affiliates of Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares Class A ordinary shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary sharesshares of the Company, par value $0.0001 per share, share (the “Class B ordinary shares”) or Class C ordinary shares of the Company or Private Placement Units Company, par value $0.0001 per share (or securities underlying such Private Placement Units) the “Class C ordinary shares”), held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance) issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares Class A ordinary shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price Price, and the $10.00 and $18.00 per share redemption trigger price prices described in Section 6.1 shall 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Sponsor HoldCo, Sponsor or any affiliates of Sponsor HoldCo or Sponsor, as applicable, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by Sponsor HoldCo, Sponsor or any affiliates of Sponsor HoldCo or Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Sponsor HoldCo, Sponsor or any affiliates of Sponsor HoldCo or Sponsor, as applicable, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by Sponsor HoldCo, Sponsor or any affiliates of Sponsor HoldCo or Sponsor, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Class A Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to Sponsor or any affiliates of the Sponsor, as applicable, without taking into account any other holder of the Company’s Class B ordinary shares, par value $0.0001 per share(the “Class B Ordinary Shares”), or their respective affiliates, without taking into account any Class B Ordinary Shares held by the Sponsor, any other holder of the Company Class B Ordinary Shares or Private Placement Units (or securities underlying such Private Placement Units) held by Sponsor or any affiliates of Sponsortheir respective affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Class A Ordinary Shares during the twenty (20) 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary sharesshares of the Company, par value $0.0001 per shareshare (the “Class B ordinary shares”), of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to ▇▇▇ Investors II Limited Partnership or its affiliates, without taking into account the transfer of Class B ordinary shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable securities, other than for Ordinary Shares) the Forward Purchase Warrants and the Class A ordinary shares to be issued pursuant to the Forward Purchase Agreement, for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 6,1 and Section 6,2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6,2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination (excluding any Ordinary Shares issued pursuant to that certain forward purchase agreement, dated as of , 2021, by and among the Company and the other parties named therein) at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination (excluding any Ordinary Shares issued pursuant to those certain forward purchase agreements, dated as of March 1, 2022, by and among the Company and the other parties named therein) at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities (convertible into or exercisable or Exchangeable for Ordinary Shares) for capital raising purposes in connection with the closing of its initial Business Combination (excluding any Ordinary Shares issued pursuant to that certain forward purchase agreement, dated as of , 2022, by and among the Company and the other parties named therein) at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or any affiliates of Sponsor, as applicableits affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company or Private Placement Units (or securities underlying such Private Placement Units) held by the Sponsor or any affiliates of Sponsorsuch affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.