Common use of Warrant Private Placement Clause in Contracts

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representative, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsors or its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 4,500,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representativeour Class A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 500,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $5,750,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 Account in the effective economic disposition of the securities by any person for 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 order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, (i) the Sponsor will purchase from the Company pursuant to the Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof) 6,000,000 warrants (6,600,000 warrants if the over-allotment option is exercised in full) which warrants are substantially identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), and (ii) the Representative will purchase from the Company pursuant to the Representative Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants 2,000,000 Placement Warrants (or up to 8,230,000 warrants 2,300,000 Placement Warrants if the Underwriters exercise their Overover-allotment Option option is exercised in full), which consists in each case at a purchase price of 6,630,000 warrants purchased by $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor (or 7,230,000 warrants if will purchase from the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the RepresentativeCompany, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical pursuant to the warrants included in the Firm Units subject Sponsor Purchase Agreement, up to certain exceptions (the “an additional 600,000 Placement Warrants”) , and the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement, 300,000 Placement Warrants, in each case at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to the Sponsor and the Representative is referred to herein as the “Warrant Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by the Sponsors Sponsor, the Representative or its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 6,000,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representativeour Class A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $3,500,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 Account in the effective economic disposition of the securities by any person for 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 order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 4,266,667 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the RepresentativeClass A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 440,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Class A common stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. Certain $4,400,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 5,600,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the RepresentativeClass A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 540,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) share of Class A common stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $3,600,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 6,325,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representativeour Class A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.00. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 250,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.00. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 Account in the effective economic disposition of the securities by any person for 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 order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.00.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up hereof),10,270,000 private placement warrants, each exercisable to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full)purchase one Class A Ordinary Share at $11.50 per share, which consists of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representative, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under Act, pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement up to an additional 1,200,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The Private Placement Warrants and Option Private Placement Warrants, if any, are substantially identical to the Warrants, subject to certain exceptions. The private placement of the Private Placement Warrants and the Option Private Placement Warrants, if any, is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Class A Ordinary Shares) Shares may be sold, assigned or transferred by the Sponsors Sponsor, the Underwriters or its their permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 8,750,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representativeour Class A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 8,750,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the Representativeour Class A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act, in order for the Trust Account to equal the product of (i) the number of Firm Units sold and (ii) $10.10. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 900,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”), in order for the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.10. The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) shares of Common Stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $6,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 Account in the effective economic disposition of the securities by any person for 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 order for the remainder Trust Account to equal the product of (i) the time periodnumber of Units sold and (ii) $10.10.

Warrant Private Placement. Simultaneously with the Closing Date, the Sponsor and the Representative will purchase from the Company pursuant to the Purchase Agreements Agreement (as defined in Section 2.21.2 hereof) an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the Underwriters exercise their Over-allotment Option in full), which consists 4,000,000 private placement warrants, each exercisable to purchase one share of 6,630,000 warrants purchased by the Sponsor (or 7,230,000 warrants if the Underwriters exercise their Over-allotment Option in full) and 1,000,000 warrants purchased by the RepresentativeClass A common stock at $11.50 per share, regardless of whether the Underwriters exercise their Over-allotment Option, which warrants are substantially identical to the warrants included in the Firm Units subject to certain exceptions (the “Placement Warrants”) at a purchase price of $1.00 1.50 per warrant (the “Private Placement Warrants”) in a private placement intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Purchase Agreement, up to an additional 400,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Warrants”). The private placement of the Private Placement Warrants is referred to herein as the “Warrant Private Placement.” None of the Private Placement Warrants (or nor the underlying Ordinary Shares) share of Class A common stock may be sold, assigned or transferred by the Sponsors Sponsor or its permitted transferees until thirty (30) 30 days after consummation of a Business Combination. Certain $4,000,000 of the proceeds from the sale of the Private Placement Warrants and all of the proceeds from the sale of the Option Private Placement Warrants, if any, shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Common Stock will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 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 Warrants and the underlying Common Stock 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 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.