Common use of per Firm Unit Clause in Contracts

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination, and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares has been at least $16.50 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 (“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) Class A ordinary share share, par value $0.0001 per share, of the Company (an “Ordinary Share”), ) and one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) of one 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 closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 prices of the Ordinary Shares has have been at least $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 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 (“Force-Call Redemption”)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 Common Stock, par value $0.001 per share, of the Company (“Ordinary ShareCommon Stock”), ) and one-half (1/2) of one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) share of one Ordinary Share Common Stock at a an exercise price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares Common Stock has been at least $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 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 (“Force-Call Redemption”)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) Class A ordinary share share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”), ) and one-half of one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) of one Class A Ordinary Share. The Class A Ordinary Shares, the Rights, Share and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one (1) Class A 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 closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 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 Class A Ordinary Shares has have been at least $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 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 (“Force-Call Redemption”)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 (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) ordinary share of common stock of the Company Company, par value $0.0001 per share (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) and one right to receive one-tenth fifth of one Ordinary Share a share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant an initial business combination (the “Warrant(s)Right”), each Warrant entitling . Each five Rights entitle the holder thereof to purchase one-half (1/2) receive one share of one Ordinary Sharecommon stock at the closing of a business combination; provided, however, the Company will not sell or issue fractional shares. The Ordinary Shares, the Rights, Common Stock and the Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share merger, stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the Warrantsand any investments or other financing concurrently with, 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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 (i) one (1) Class A ordinary share of the Company Company, with no par value (each, a “Class A Ordinary Share”), one (1ii) right (the “Right(s)”) to receive one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share, and (iii) one right (“Right(s)”) with each Right entitling the holder thereof to receive one-half tenth (1/21/10) of one Class A Ordinary ShareShare upon consummation of the initial Business Combination (defined below). The Class A Ordinary Shares, the RightsWarrants, and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) of one Class A Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 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 Class A Ordinary Shares has been at least $16.50 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 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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-one half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-one half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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) ordinary share of Class A common stock of the Company Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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) one share of one Ordinary Share Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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 share, par value $0.001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Share has been at least $16.50 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 (“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. Each Firm Unit consists of one (1) ordinary share of common stock, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) to receive one-tenth and one half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“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. Each Firm Unit consists of one (1) ordinary share of the Company Company, no par value (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) of one Ordinary Share(1) ordinary share, and one (1) right (“Right(s)”) to acquire one-tenth (1/10) of an ordinary share upon the consummation of the initial Business Combination (as defined below). The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 (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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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 (1) ordinary share of the Company Company, $0.0001 par value per share (each, a “Ordinary Share”), ) and (ii) one (1) right (the “Right(s)”) with each Right entitling the holder thereof to receive onetwo-tenth tenths (2/10) of one Ordinary Share upon the consummation of a the initial Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Shares and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 Except in cases where the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during Company is not the period commencing on the later of (a) the closing of surviving company in a Business Combination (as defined below), or each holder of a Right will automatically receive two-tenths (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the fifth (5th) anniversary of the Effective Date. Each Right entitles the holder to receive one-tenth (1/102/10) of one Ordinary Share upon consummation of the closing of a 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 the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company will not be the surviving company upon completion of its initial Business Combination (as defined below), each holder of a Right will be required to affirmatively convert his, her or its rights in order to receive the two-tenths (2/10) of one Ordinary Share underlying each right upon consummation of the Business Combination (as defined below). If the Company is unable to complete an initial Business Combination (as defined below) within the 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 the rights will expire worthless. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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) ordinary share of Class A common stock of the Company Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant ) entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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) one share of one Ordinary Share Class A Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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) Class A ordinary share of the Company Company, par value $0.001 (“Ordinary Share”) and one-half of one redeemable warrant (“Warrant(s)”) with each whole Warrant entitling the holder thereof to purchase one Ordinary Share, and one (1) right (the “Right(s)”) to receive acquire one-tenth of one an Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) of one 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of the Company Company, $0.0001 par value per share (“Ordinary ShareShare(s)”), one half (1/2) of one redeemable warrant (“Warrant(s)”) and one (1) right (the “Right(s)”) to receive acquire one-tenth (1/10) of one an Ordinary Share upon the consummation of a the initial Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd business day after the 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-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date share. No fractional warrants will be issued upon separation of the Prospectus (as defined below), units and terminating on the 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 Combination (as defined below)only whole warrants will trade. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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 share, par value of $0.0001 per share, of the Company (“Ordinary ShareShare(s)”), and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant an initial business combination (the “Warrant(sRight(s)”), each Warrant entitling . Each ten Rights entitle the holder thereof to purchase one-half (1/2) of receive one Ordinary ShareShare automatically upon the consummation of an initial business combination of the Company. The Ordinary Shares, the Rights, Shares and the Warrants Rights included in the Firm Units will not trade separately or be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 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 the Company (“Ordinary Share”)Company, one (1) right par value $0.0001 per share (the “Right(s)Ordinary Shares”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling ) and one right (the holder thereof “Rights”) to purchase receive one-half eighth (1/21/8) of one Ordinary Shareordinary share upon closing of the Company’s initial Business Combination (as defined below). The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty-second (52nd) day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, Warrants and Rights included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below)merger, or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, 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 one or more businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 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 (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) Class A ordinary shares, par value $0.0001 per share of the Company (a “Class A Ordinary Share”)) and one-quarter of one redeemable warrant, each whole warrant entitling the holder to purchase one (1) right Class A Ordinary Share (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Public Warrants”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Class A Ordinary Shares, the Rights, Shares and the Public Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes 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 trading on the 52nd day following such date, or earlier tradingif the Underwriters determine that an earlier date is acceptable, 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 If the holder Company is unable to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of complete a Business Combination within the required time period and the Company redeems the Class A Ordinary Shares for the funds held in the Trust Account (as defined below), or (b) twelve (12) months from holders of Public Warrants will not receive any of such funds for their Public Warrants and the date of the Prospectus (as defined below), and terminating on the 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 Combination (as defined below)Public Warrants will expire worthless. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”). 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 (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) ordinary share of the Company Company, par value $0.0001 per share (an “Ordinary Share”), ) and one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Rights”); provided, each Warrant entitling however, the holder thereof Company will not sell or issue fractional shares with respect to purchase one-half (1/2) of one Ordinary Shareany Right. The Ordinary Shares, the Rights, Shares and the Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes 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 entitles the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of As described in the Prospectus (as defined belowherein), and terminating on the fifth (5th) anniversary of the Effective Date. Each each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination. Each ten Rights entitle the holder thereof to receive one Ordinary Share at the closing of a Business Combination. The Company will not issue fractional shares. As a result, a holder must hold rights in multiples of ten (10) in order to receive Ordinary Shares for all of the holder’s rights upon closing of a Business Combination. If the 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 the Rights will expire worthless. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”). 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) ordinary share of common stock of the Company Company, par value $0.0001 per share (“Ordinary ShareCommon Stock”), one redeemable warrant (1“Warrant(s)”) to purchase one-half of one share of Common Stock, and one right (the “Right(s)”) to receive one-tenth of one Ordinary Share share of Common Stock upon the consummation of a an initial Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 Ordinary Share share of 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all 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 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 Ordinary Shares Common Stock has been at least $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 (“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 businessgiven.

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 Class A share of common stock of the Company Company, par value $0.0001 (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) to receive and one-tenth half 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) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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 Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth (5th) five year 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 the Company’s initial Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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 (1) ordinary share of Common Stock, par value $0.001 per share, of the Company (“Ordinary ShareCommon Stock”), ) and one-half (1/2) of one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) share of one Ordinary Share 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 closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares Common Stock has been at least $16.50 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 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 (“Force-Call Redemption”)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 are to be offered initially to the public (“Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share share, no par value, of the Company (“Ordinary ShareShares”), one warrant (1the “Warrants”) to purchase one-half (1/2) of one Ordinary Share and one right (the “Right(s)Rights”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty second (52nd) day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, Warrants and Rights included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 to purchase one-half (1/2) of one Ordinary Share at a price of for $11.50 per full share during the period 11.50, subject to adjustment, commencing on the later of one year from the Closing Date (adefined below) or 30 days after the closing consummation by the Company of a Business Combination (as defined below)merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 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 the Company Company, no par value (“Ordinary Share”) and one redeemable warrant (“Warrant(s)”) to purchase one-half of one Ordinary Share, and one (1) right (the “Right(s)”) to receive acquire one-tenth of one an Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement Effective Date (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 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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) ordinary share of the Company Company’s common stock (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) share of one Ordinary Share Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares Common Stock has been at least $16.50 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 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 (1) ordinary share of common stock, par value $0.0001 per share of the Company (the “Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share a share of Common Stock automatically upon the consummation of a Business Combination (as defined below) (the “Right(s)”), and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Sharea share of Common Stock (the “Warrant(s)”). The Ordinary Sharesshares of Common Stock, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement Effective Date (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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period commencing on the later of (a) 30 days after the closing of a Business Combination (as defined below)Combination, or (b) twelve one (121) months year from the effective date of the Prospectus Registration Statement (as defined belowthe “Effective Date”), and terminating on the fifth five (5th5) year anniversary of the Effective Dateclosing of the a Business Combination. Each Right entitles the its holder to receive one-tenth (1/10) of one Ordinary Share a share of Common Stock automatically upon consummation by the closing Company of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets of, entering into contractual arrangements withstock purchase, or engaging in any other similar business combination with combination, or control through contractual arrangements, of one or more operating businesses or entities 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Dateclosing of an initial Business Combination (as defined below). Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $16.50 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 (“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) Class A ordinary share of the Company Company, par value $0.0001 per share (“Class A Ordinary Share”)” and, one (1) right (together with the Company’s Class B ordinary shares, par value $0.0001 per share, the “Right(s)Ordinary Shares”) and one right to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/21/10) of one Class A Ordinary ShareShare (“Right”). The Class A Ordinary Shares, the Rights, Shares and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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 entitles the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon 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 a the Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, 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 one or more businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of the Company Company’s common stock, par value $.0001 per share (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, shares of Common Stock and the Warrants included in the Firm Units will not be trade separately transferable until on the tenth (10) business day following the earlier to occur of the 90th day after expiration of the date that the Registration Statement Over-allotment Option (as defined below) becomes effective in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (the “Effective Date”) 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 to exercise it to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period commencing on the later of (a) 30 days after the closing consummation by the Company of a its Business Combination or one year from the Closing Date (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the fifth (5th) five-year anniversary of the Effective Dateconsummation by the Company of its Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any the Company’s initial acquisition by share of one or more operating businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share reconstruction and amalgamation with, purchasing all transaction or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 businesscombination.

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of the Company Company’s common stock, par value $0.0001 per share (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, shares of Common Stock and the Warrants included in the Firm Units will not be trade separately transferable until on the fifth business day following the earlier to occur of the 90th day after expiration of the date that the Registration Statement Over-allotment Option (as defined below) becomes effective in Section 1.2.1 hereof), which is 45 days from the date of the Prospectus (the “Effective Date”) 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period commencing on the later of (a) 30 days after the closing consummation by the Company of a its Business Combination or one year from the Closing Date (as defined below), or (bin Section 1.1.2 hereof) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the fifth (5th) five-year anniversary of the Effective Dateconsummation by the Company of its Business Combination. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any the Company’s initial acquisition by share of one or more operating businesses or assets through a merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 businesscombination.

per Firm Unit. The Firm Units (and the Option Units (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) ordinary share of common stock, par value $0.00001 per share, of the Company (“Ordinary ShareCommon Stock”), one-half of one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock, and one (1) right (the “Right(s)”) to receive one-tenth seventh (1/7) of one Ordinary Share share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) one Share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a Business Combination (as defined below)Combination, or and (b) twelve (12) 12 months from the date Effective Date of the Prospectus Registration Statement (as defined described below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 given. Each Right entitles the holder to receive one-seventh (“Force-Call Redemption”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 (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) ordinary share of common stock of the Company Company, par value $0.0001 per share (“Ordinary ShareCommon Stock”), one redeemable warrant (1) right (the “Right(s)Warrant”) and one right to receive one-tenth of one Ordinary Share a share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant an initial business combination (the “Warrant(s)Right”), each . Each Warrant entitling entitles the holder thereof to purchase one-half (1/2) one share of Common Stock, and each ten Rights entitle the holder thereof to receive one Ordinary Shareshare of common stock at the closing of a business combination; provided, however, the Company will not sell or issue fractional shares. The Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of thirty (a30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) and 12 months from the date closing of the Prospectus (as defined below)this offering, and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than a minimum of 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 Ordinary Shares has been at least shares of Common Stock equals or exceeds $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 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 “Force-Call Redemption”)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 (i) one (1) ordinary share of Class A common stock of the Company Company, par value $.000001 (the “Ordinary ShareClass A Common Stock”), one and (1ii) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 (1) Class A ordinary share of the Company Company, par value $0.0001 (“Ordinary ShareClass A ordinary share”), (ii) one-ninth of one redeemable warrant (1) right (the “Right(sOutstanding Redeemable Warrant(s)”), and (iii) a contingent right to receive oneat least two-tenth ninths of one Ordinary Share upon redeemable warrant following the consummation of a 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) and one redeemable warrant which will occur prior to the consummation of the initial Business Combination (the (“Distributable Medicus Redeemable Warrant(s)”) and, together with the Outstanding Redeemable Warrants, the “Warrants”). Pursuant to the Company’s amended and restated memorandum and articles of association (as may be amended from time to time, each Warrant entitling the holder “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 ordinary 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 purchase one-half redeem in connection with an initial Business Combination (1/2) of one Ordinary Shareas defined below). The Ordinary Shares, the Rights, Class A ordinary share and the Outstanding Redeemable Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) of one Ordinary Share Class A ordinary share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus Closing (as defined below), and terminating on the fifth (5th) five year 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 the Company’s initial Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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, 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 Ordinary Shares has been at least $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 (“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) ordinary share of common stock, par value $0.0001 per share of the Company (the “Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant to purchase one share of Common Stock (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period commencing on the later of (a) 30 days after the closing of a Business Combination (as defined below)Combination, or (b) twelve (12) months from the date of the Prospectus Closing (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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) ordinary share of the Company Company’s common stock (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Sharea share of Common Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share a share of Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares Common Stock has been at least $16.50 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 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 (1) ordinary share of the Company Company, par value $0.0001 (“Ordinary Share”) and one redeemable warrant (“Warrant(s)”) to purchase one-half of one ordinary share, and one (1) right (the “Right(s)”) to receive acquire one-tenth of one Ordinary Share an ordinary share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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 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 the Company Class A common stock of the Company, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling the holder thereof and one right to purchase receive one-half tenth (1/21/10) of one Ordinary Shareshare of 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 Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the earlier of the 90th 52nd day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock, Warrants and Rights included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 Business Combination and expiring on the five year anniversary 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 consummation 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a its initial Business Combination (as defined below)Combination, or (b) twelve (12) months from the date earlier upon redemption of the Prospectus (as defined below), and terminating on the fifth (5th) anniversary Common Stock or liquidation 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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. Each Firm Unit consists of one (1) ordinary share of common stock, par value $0.0001 per share, of the Company (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“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 (1) Class A ordinary share of the Company Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), one (1ii) right (the “Right(s)”) to receive one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share, and (iii) one right (“Right(s)”) with each Right entitling the holder thereof to receive one-half tenth (1/21/10) of one Class A Ordinary ShareShare upon consummation of the initial Business Combination (defined below). The Class A Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) of one Class A Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 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 Class A Ordinary Shares has been at least $16.50 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 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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of common stock, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on 30 days after the later of (a) the closing completion 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 five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“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) ordinary share of the Company Company’s common stock, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), one-half (1/2) of a redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock and one (1) right (the “Right(s)”) to receive one-tenth twentieth (1/20) of one Ordinary Share share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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, 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) ordinary share of the Company Company’s common stock (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Sharea share of Common Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share a share of Common Stock at a price of $11.50 per full whole share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 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 Ordinary Shares Common Stock has been at least $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 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 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, $0.0001 par value, of the Company (the “Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive and one-tenth third of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not trade separately on the fifty second (52nd) day following the date hereof unless the Representatives determine to allow earlier separate trading; provided that no fractional Warrants will be separately transferable until the earlier issued upon separation of the 90th day after Firm Units and only whole Warrants will trade. Notwithstanding the date that immediately preceding sentence, in no event will the Registration Statement shares of Common Stock and the Warrants included in the Firm Units trade separately prior to (as defined belowi) becomes effective the Company having filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on ) or 30 days after the fifth (5th) anniversary of consummation by the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or earlier upon not less than thirty (30) days written notice at a price redemption of $0.01 per Warrant at any time after the Warrants become exercisable; so long as the last sales price or liquidation of the Ordinary Shares has been at least $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 (“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 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 (1) ordinary share of Class A Ordinary Shares of the Company Company, par value $0.0001 (the “Class A Ordinary ShareShares”), one and (1ii) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Public Warrant(s)”), ) with each Public Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Class A Ordinary ShareShares. The Class A Ordinary Shares, the Rights, Shares and the Public Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Class A Ordinary Share Shares at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)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 acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the Public Warrants, in 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 Class A Ordinary Shares has been at least $16.50 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 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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of common stock of the Company (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Shareshare of Common Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share share of Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below)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 amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $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 (“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) Class A ordinary share share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”), one (1) right (the “Right(s)”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one Class A Ordinary Share. The Class A Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Class A 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date closing of the Prospectus (as defined below)Offering, and terminating on the fifth five (5th5) year 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 Combination (as defined below)or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquisition by merger, capital share exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Share has been at least $16.50 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 (“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 (1) ordinary share of Class A common stock of the Company Company, par value $.0001 (the “Ordinary ShareClass A Common Stock”), one and (1ii) right (the “Right(s)”) to receive onethree-tenth quarters of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth (5th) five year 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 Combination (as defined below)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 acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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) ordinary share of the Company Company, par value $0.0001 (“Ordinary ShareShares”), one (1) right (the “Right(s)”) to receive and one-tenth half 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 Ordinary Share. The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 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-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, 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 Ordinary Shares has been at least $16.50 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 (“Force-Call Redemption”)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 common stock of the Company Company, par value $0.001 per share (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Shareshare of Common Stock; provided, however, the Company will not sell or issue fractional shares. The Ordinary SharesCommon Stock, the Rights, Rights and the Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share share of Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”). 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 (1) ordinary share of Common Stock, par value $0.001 per share, of the Company (“Ordinary ShareCommon Stock”), ) and one-half (1/2) of one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) share of one Ordinary Share 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 closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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.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 (1) ordinary share of the Company Company, par value $0.001 (“Ordinary Share”), one redeemable warrant (1“Warrant(s)”) to purchase one-half of one ordinary share, and one right (the “Right(s)”) to receive acquire one-tenth of one Ordinary Share an ordinary share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that of 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 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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) 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)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 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 the Company Company, par value $0.0001 per share (the “Ordinary Shares” and, individually, an “Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling and one right (the holder thereof to purchase one-half (1/2) of one Ordinary Share“Rights”). The Ordinary Shares, the RightsWarrants, and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty-second (52nd) day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, Warrants, and Rights included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 to purchase onethree-half fourths (1/23/4) of one Ordinary Share at a price of for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (ai) twelve months from the closing effective date (the “Effective Date”) of a Business Combination the Registration Statement (as defined below)in Section 2.1.1) 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 (bthe “Business Combination”) twelve (12) months from the date of the Prospectus (as defined below), and terminating expiring on the fifth (5th) five year anniversary of the Effective Dateconsummation 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 (1/10) of one Ordinary Share upon consummation by the closing Company of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”)four. 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 (1) ordinary share of the Company Company, par value $0.0001 per share (“Ordinary Share”) and one redeemable warrant (“Warrant(s)”) to purchase one-half of one Ordinary Share, and one (1) right (the “Right(s)”) to receive one-tenth of one an Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units (as defined below) will not be separately transferable until the earlier of the 90th 52nd business day after the date that the Registration Statement Effective Date (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 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined below) is declared effective (the “Effective Date”), and terminating on the fifth (5th) five year anniversary of the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing completion of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Ordinary Shares has been at least $16.50 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 (“Force-Call Redemption”)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) ordinary share of the Company Company’s common stock (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares Common Stock has been at least $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 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 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 the Company common stock of the Company, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), one (1) right (that entitles the “Right(s)”) holder thereof to receive one-tenth twentieth (1/20) of one Ordinary Share share of common stock upon the consummation of a Business Combination an initial business combination (as defined below) the “Rights”), and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Rights and the Warrants included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty-second (52nd) day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock, Rights and the Warrants included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period share, subject to adjustment, commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on ) or 30 days after the fifth (5th) anniversary of consummation by the Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withrecapitalization, reorganization, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on Common Stock or liquidation of the third (3rd) Business Day prior to the day on which notice is given (“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 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 (1) ordinary share of the Company Company, no par value (the “Ordinary ShareShares”), (ii) one (1) half of one right, with each whole right (entitling the “Right(s)”) holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (an initial business combination as defined below) and one redeemable warrant described in more detail below (the “Warrant(sRight(s)”), each Warrant ) and (iii) one whole warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary ShareShares (the “Warrant(s)). The Ordinary Shares, the RightsWarrants, and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) of one Ordinary Share Shares at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year anniversary of the Effective Dateclosing of a Business Combination. Each whole Right entitles the holder to receive one-one tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below)Share. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 (1) ordinary share of Class A common stock of the Company Company, par value $.0001 (the “Ordinary ShareClass A Common Stock”), one and (1ii) right (the “Right(s)”) to receive one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock,. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 (1) ordinary share of common stock of the Company Company, par value $0.00001 (the “Ordinary ShareCommon Stock”), one and (1ii) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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.; 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) ordinary share of Class A common stock of the Company Company, par value $0.0001 (the “Ordinary ShareClass A Common Stock”), and (ii) one (1) right (the “Right(s)”) to receive one-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 one (1/21) share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th fifty-second (52nd) day after the date that the Registration Statement (as defined below) becomes 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-half one (1/21) share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination, and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares has been at least $16.50 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 (“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. Each Firm Unit consists of one (1) ordinary share of common stock, par value $0.001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on 30 days after the later of (a) the closing completion 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 five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“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 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 the Company Class A common stock of the Company, par value $0.0001 per share (the “Ordinary ShareCommon Stock”), one redeemable warrant (1the “Warrants”) and one right (the “Right(s)Rights”) to receive one-tenth of one Ordinary Share upon the consummation (1/10) of a share of Common Stock upon closing of the Company’s initial Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the earlier of the 90th 52nd business day after following the date that hereof unless the Registration Statement Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the shares of Common Stock, Warrants and Rights included in the Firm Units trade separately until (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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 1.5.2) 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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period share, subject to adjustment, commencing on the later of twelve months from the Closing Date (a) the 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 consummation by the 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 Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withrecapitalization, reorganization, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on Common Stock or liquidation of the third (3rd) Business Day prior to the day on which notice is given (“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 businessCompany.

per Firm Unit. The Firm Units are to be offered initially to the public at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, par value $0.0001 per share (1“Class A Ordinary Shares”, and the Class A Ordinary Shares included in the Firm Units, the “Firm Shares”) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (collectively, the “Warrant(s)Firm Warrants”), with each whole Firm Warrant entitling the holder thereof to purchase one Class A Ordinary share at a price of $11.50 per share. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Optional Shares”) and one-half (1/2) of one Ordinary Shareredeemable warrant as described above (collectively, the “Optional Warrants”). The Ordinary Shares, the Rights, Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not be separately transferable tradable until the earlier of the 90th 52nd day after the date that hereof unless the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by Representative informs the Company of the Representative’s its decision to allow earlier separate trading, subject, however, subject to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the U.S. Securities and Exchange Commission (as defined belowthe “Commission”) containing an audited balanced balance sheet reflecting the Company’s receipt of the gross proceeds of from the Offering initial public offering contemplated by this Agreement (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 Public Warrant entitles the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the its holder to receive one-tenth (1/10) half of one redeemable warrant, with each whole warrant entitling the holder thereof the ability to purchase one Class A Ordinary Share upon share at a purchase price of $11.50; provided that no fractional Class A Ordinary Shares shall be issued in respect of the closing of a Business Combination (as defined below)Public Warrants. As used herein, the term “Business Combination,” as described more fully in the Registration Statement (as defined below), shall mean any acquisition by a merger, amalgamation, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all 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 businesses or entities by and involving the Company. On January 29, 2026, Union Street Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) acquired from the Company an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 par value per share, of the Company (the “Class B Ordinary Shares”) for an aggregate purchase price of $25,000 (such Class B Ordinary Shares, the “Insider Shares”). The Class A Ordinary Shares and the Class B Ordinary Shares are collectively referred to herein as the “Ordinary Shares.” The Insider Shares include an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 25% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of the Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into separate subscription agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇, respectively (collectively the “Private Unit Subscribers”), substantially in the forms filed as exhibits to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 485,000 units (such units, collectively, the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to receive one Class A Ordinary Share at a purchase price of $11.50 (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). Of the 485,000 Private Units, the Sponsor has agreed to purchase 435,000 Private Units and ▇▇▇▇ has agreed to purchase 50,000 Private Units. The Private Units, the Private Shares and the Private Warrants are substantially similar to the Public Units, the Public Shares and the Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the right date hereof, with Odyssey Transfer & Trust Company (“Odyssey”), as trustee, substantially in the form filed as an exhibit to redeem the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. Payment for the Firm Units shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable as follows: $201,000,000 of the proceeds (or $231,150,000 if the Over-Allotment Option is exercised in full) received by the Company for the Firm Units and the sale of the Private Units shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement. The Company has entered into a Warrant Agreement with respect to the Warrants, upon not less than thirty dated as of the date hereof, with Odyssey. as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (30) days written notice at the “Warrant Agreement”), pursuant to which Odyssey will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into a price Registration Rights Agreement, dated as of $0.01 per the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into a letter agreement (the “Insider Letter”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Private Unit Subscription Agreements, the Trust Agreement, the Warrant at any time after Agreement, the Warrants become exercisable; so long Registration Rights Agreement, and the Insider Letter are hereinafter referred to as the last sales price of the Ordinary Shares has been at least $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 (“Force-Call RedemptionOther Transaction Agreements”). 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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on thirty (30) days following the later of (a) the closing completion 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 five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination, and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares has been at least $16.50 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 (“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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. Share .. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares has been at least $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 (“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) ordinary share share, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and three-quarters of one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary ShareShare at an exercise price of $11.50 per whole share. The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full whole share during the period commencing on the later of 30 days after (a) the closing completion of a Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Share has been at least $16.50 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 (“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 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 the Company Company, par value $0.0001 per share (the “Ordinary ShareShares”), one-half of one redeemable warrant (1the “Warrant(s)”) and one right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one ). Each whole redeemable warrant (the “Warrant(s)”), each Warrant entitling entitles the holder thereof to purchase one-half one Ordinary Share at a price of $11.50 per full share, subject to adjustment (1/2) of the “Warrants”). Each ten rights entitle the holder thereof to receive one Ordinary Share. The Ordinary Shares, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be trade separately transferable on the fifty-second business (52nd) day after the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, the Warrants and the Rights included in the Firm Units trade separately until (i) the earlier Company has filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the 90th day after proceeds of the Offering and the Initial 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. Each whole redeemable warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, subject to adjustment, commencing on the later of twelve months from the date that the Registration Statement (as defined below) becomes is declared effective (by the “Effective Date”) SEC or 30 days after the announcement consummation by the Company of the Representative’s decision to allow earlier tradinga merger, subjectcapital stock exchange, howeverasset acquisition, 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below)stock purchase, recapitalization, reorganization, or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 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 share, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and three-quarters of one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary ShareShare at an exercise price of $11.50 per whole share. The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full whole share during the period commencing on the later of 30 days (a) the closing completion of a Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Share has been at least $16.50 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 (“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 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) Class A ordinary share of the Company Company, par value $0.0001 per share (the “Ordinary ShareShares”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling the holder thereof to purchase one-half (1/2) of and one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”) upon the closing consummation by the Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withrecapitalization, reorganization, or engaging in any other similar business combination with one or more businesses (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section 2.24). The Ordinary Shares, Warrants and Rights included in the Units (as defined below) will trade separately on the 52nd business day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, Warrants and Rights included in the Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and 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. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing on the later of 12 months from the Closing Date (defined below) or entities 30 days after the consummation by the Company. The Company has of the right to redeem Business Combination and expiring on the Warrantsfive year anniversary of the consummation by the Company of its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 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) Class A ordinary share share, par value $0.0001 per share, of the Company (“Class A Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and 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)”), each Warrant entitling the holder thereof ) to purchase one-half (1/2) of one Class A Ordinary Share. The Ordinary Shares, the Rights, and the Class 1 Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) of one Class A 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 closing of a Business Combination (as defined below), or (b) twelve fifteen (1215) months from the date of the Prospectus Closing Date (as defined below) (except for Class 2 Warrants attached to shares that are redeemed in connection with the initial Business Combination, which will expire upon the redemption of such shares), and terminating on the fifth five (5th5) year 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 Combination (as defined below)or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representatives, 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 Ordinary Shares has been at least $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 (“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.after

per Firm Unit. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), ) one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the on consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary ShareShare . The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share for $10.00 per share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets of, entering into contractual arrangements withstock purchase, or engaging in any other similar business combination with combination, or control through contractual arrangements, 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 Ordinary Shares has been at least $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 (“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 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) Class A ordinary share of the Company Company, par value $0.0001 per share (the “Class A Ordinary ShareShares”), and one (1) right (the “Right(sRights”). The Class A Ordinary Shares and 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 trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and 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. Each Right entitles its holder to receive one-tenth eighth (1/8) of one Class A Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day Company has eighteen (18) months after the date that the Registration Statement Closing Date to complete its initial Business Combination (as defined below) becomes effective (the “Effective Date”) or the announcement by unless the Company of and the Representative’s decision Sponsor-HoldCo elect to allow earlier trading, subject, however, extend this initial time period pursuant to the following scenarios: (x) in the event that the Company filing 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 (“Form 8-K”y) with in addition or irrespective of the Commission foregoing, the Company and the Sponsor HoldCo may extend that initial time period two times by an additional three months each time (as defined belowfor a total period of up to 24 months from the Closing Date, or 27 months from the Closing Date, if the conditions in scenario (x) containing an audited balanced sheet reflecting is met) without submitting such proposed extensions to the Company’s receipt shareholders for approval or offering the Company’s public shareholders redemption rights in connection therewith. The terms 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 initial time period 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 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 the Company Company, par value $0.0001 per share (the “Ordinary ShareShares”), one (1) right (the “Right(s)”) to receive onethree-tenth quarters of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrants”), each Warrant entitling the holder thereof to purchase one-half (1/2) of and one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the holder right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”) upon the closing consummation by the Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets ofstock purchase, entering into contractual arrangements withrecapitalization, reorganization, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”) pursuant to the Rights Agreement (as defined in Section 2.24). The Ordinary Shares, Warrants and Rights included in the Units (as defined below) will trade separately on the 52nd business day following the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares, Warrants and Rights included in the Units trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and 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. Each whole Warrant entitles its holder to purchase one Ordinary Share for $11.50 per share, subject to adjustment, commencing on 30 days after the consummation by the Company. The Company has of the right to redeem Business Combination and expiring on the Warrantsfive year anniversary of the consummation by the Company of its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 businessCompany.

per Firm Unit. The Underwriter agrees to purchase from the Company the Firm Units at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission) of $9.60 per Firm Unit; provided, however, that in the event that fewer than 3,000,000 Firm Units are purchased from the Underwriter by persons who were introduced to the Underwriter by the Company (as evidenced by the signature of an authorized person of both the Underwriter and the Company on Exhibit C hereto, which may be amended from time to time by signature of an authorized person of the Underwriter and the Company) (the “Introduced Parties”), the Underwriter shall be entitled to receive an additional amount equal to (i) (a) 3,000,000 minus (b) the number of Firm Units purchased by Introduced Parties, multiplied by (ii) $0.15 (the “Additional Amount”). The Firm Units are to be offered initially to the public (“Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one (1) ordinary share of common stock, $0.0001 par value, of the Company (“Ordinary ShareCommon Stock”), and one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation (1/10) of a Business Combination (as defined below) and one redeemable warrant share of Common Stock (the “Warrant(s)Right”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Common Stock and the Warrants Rights included in the Firm Units will not be trade separately transferable until on the tenth (10th) Business Day(as defined below) following the earlier of (i) the 90th day after date the Over-allotment Option expires, (ii) the date the Over-allotment Option is exercised in full, and (iii) the date that the Registration Statement Underwriter advises the Company of its decision not to exercise all or any remaining portion of the Over-allotment Option and to allow separate trading. Notwithstanding the immediately preceding sentence, in no event will the Common Stock and the Rights included in the Firm Units trade separately until the Business Day after (as defined belowi) becomes effective the Company has filed with the Securities and Exchange Commission (the “Effective DateCommission”) 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 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) and updated financial information with respect to 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 holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the 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 Effective Date. Each Right entitles the its holder to receive one-tenth (1/10) of one Ordinary Share a share of Common Stock automatically upon consummation by the closing Company of a Business Combination (as defined below). As used hereinmerger, the term “Business Combination” shall mean any acquisition by share capital stock exchange, share reconstruction asset acquisition, stock purchase, reorganization or similar business combination involving the Company and amalgamation withone or more businesses or entities, purchasing all or substantially all of the assets of, entering into contractual arrangements with, that give the Company control over such a business or engaging in any other similar business combination entity with one or more businesses or entities by (the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call RedemptionCombination”). 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 Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth (5th) five year 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 the Company’s initial Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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, 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 Ordinary Shares has been at least $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 (“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; 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 (or Option Unit, as applicable). Each Firm Unit (and Option Unit) consists of one (1) ordinary share of common stock of the Company Company, par value $0.0001 per share (“Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Warrant”), each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock; provided, however, the Company will not sell or issue fractional shares. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th day after the date that the Registration Statement (as defined below) becomes is declared effective (the “Effective 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of thirty (a30) days after the 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 Effective Date. Each Right entitles the holder to receive one-tenth (1/10) of one Ordinary Share upon the closing of a Business Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than a minimum of 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 Ordinary Shares has been at least shares of Common Stock equals or exceeds $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 given, and (“Force-Call Redemption”). As used herein, 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 (1) ordinary share of the Company (“Ordinary Share”), one (1) right subunit (the “Right(sSubunit(s)”) to receive and one-tenth half (1/2) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”). Each Warrant is redeemable for the purchase of one of the Company’s Class A ordinary shares, each Warrant entitling par value $0.0001 per share, of the holder thereof to purchase one-half Company (1/2the “Class A Ordinary Shares”). Each Subunit consists of one (1) Class A Ordinary Share and one quarter (1/4) of one Ordinary Sharea Warrant. The Ordinary Shares, the Rights, Subunits and the Warrants included in the Firm Units will not be separately transferable until the earlier of of: (x) the 90th 52nd day after the Effective Date (the “Effective Date” being the date that the Registration Statement (as defined below) becomes effective ); and (the “Effective Date”y) 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 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. The Company plans to list the Class A Ordinary Shares separately after the initial Business Combination (as defined below). Each whole Warrant entitles the holder to purchase one-half one (1/21) of one Class A 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 closing of a Business Combination (as defined below), or Combination; and (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, 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 Class A Ordinary Shares has been at least $16.50 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 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 (“Force-Call Redemption”)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. Each The Firm Unit consists Units are to be offered initially to the public at the offering price of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share$10.00 per Firm Unit. The Ordinary SharesCommon Stock, the Rights, Rights and the Public Warrants included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty second (52nd) day after following the date that hereof unless the Registration Statement (as defined below) becomes effective (the “Effective Date”) or 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 Common Stock, however, to the Rights and the Public Warrants included in the Firm Units trade separately until (i) the Company filing has filed with 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 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 Each whole Public Warrant 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 entitle its holder to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period whole share, subject to adjustment, commencing on the later of (a) one year from the closing Initial Delivery Date or 30 days after the completion by the Company of a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination involving the Company and one or more businesses or entities (the “Business Combination (as defined below), or (bCombination”) twelve (12) months from the date of the Prospectus (as defined below), and terminating expiring on the fifth (5th) five year anniversary of the Effective Datecompletion by the Company of its initial Business Combination, or earlier upon the Company’s redemption or liquidation. Only whole warrants will be exercisable. Each Right entitles the will entitle its holder to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the closing consummation of a Business Combination (Combination, even if the holder of such right redeemed all shares of Common Stock held by it in connection with the Business Combination. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional shares, as defined below)the Representative may determine. As used hereinIn addition, the term “Business Combination” Company grants to the Underwriters an Over-allotment Option to purchase up to 2,700,000 additional Option Units. The Over-allotment Option is exercisable in the event that the Underwriters sell more than 18,000,000 Firm Units. No Option Units shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all be sold or substantially all of delivered unless the assets of, entering into contractual arrangements withFirm Units previously have been, or engaging simultaneously are, sold and delivered. The Option Units shall be identical in all respects to the Firm Units. The right to purchase Option Units, or any other similar business combination with one or more businesses or entities portion thereof, may be exercised from time to time (subject to the limitations in Section 4 below) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Units (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The Company has the right shall not be obligated to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at deliver any time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending Firm Units or Option Units to be delivered on the third (3rd) Business Day prior applicable Delivery Date, except upon payment for all such Units to the day be purchased on which notice is given (“Force-Call Redemption”). As used such Delivery Date as provided 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 (1) ordinary share of Class A common stock of the Company Company, par value $.0001 (the “Ordinary ShareClass A Common Stock”), one and (1ii) right (the “Right(s)”) to receive one-tenth half 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) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 with, one or more operating businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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 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) Class A ordinary share of the Company Company, par value $0.0001 per share (the “Class A Ordinary ShareShares”), and one (1) right (the “Right(sRights”). The Class A Ordinary Shares and 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 trade separately until (i) the Company has filed with the Securities and Exchange Commission (the “Commission”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the proceeds of the Offering and 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. Each Right entitles its holder to receive one-tenth eighth (1/8) of one Class A Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th day Company has eighteen (18) months after the date that the Registration Statement Closing Date to complete its initial Business Combination (as defined below) becomes effective (the “Effective Date”) or the announcement by unless the Company of and the Representative’s decision Sponsor HoldCo elect to allow earlier trading, subject, however, extend this initial time period pursuant to the following scenarios: (x) in the event that the Company filing 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 (“Form 8-K”y) with in addition or irrespective of the Commission foregoing, the Company and the Sponsor HoldCo may extend that initial time period two times by an additional three months each time (as defined belowfor a total period of up to 24 months from the Closing Date, or 27 months from the Closing Date, if the conditions in scenario (x) containing an audited balanced sheet reflecting is met) without submitting such proposed extensions to the Company’s receipt shareholders for approval or offering the Company’s public shareholders redemption rights in connection therewith. The terms 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 initial time period 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of extensions are more fully described in the Prospectus (as defined in Section 2.1.1 below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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) ordinary share of Class A common stock of the Company (“Ordinary ShareCommon Stock”), one redeemable warrant (the “Warrant(s)”) to purchase one (1) share of Common Stock, and one right (the “Right(s)”) to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the consummation of a the Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary SharesCommon Stock, the Rights, Warrants and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half one (1/21) share of one Ordinary Share Common Stock at a an exercise price of $11.50 per full whole share during the period commencing on the later of (a) thirty days after the closing of a Business Combination (as defined below), or and (b) twelve (12) months from the date of the Prospectus Closing Date (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by acquiring, engaging in a share exchange, share reconstruction and amalgamation with, 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 businesses or entities by the Company. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 given, provided that there is a current registration statement in effect with respect to the shares of Common Stock issuable upon exercise of the Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (“Force-Call Redemption”)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 Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive and one-tenth half 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) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 wholen Warrant entitles the holder thereof to purchase one-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date closing of the Prospectus offering (as defined belowthe “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Except as described in the Registration Statement, the Company has the right to may redeem the Warrants, 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 Ordinary Shares Class A Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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. Each Firm Unit consists of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one (1) redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one 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 closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year anniversary of the Effective Date. Each Right entitles closing of a Business Combination, and each ten Rights entitle the holder to receive one-tenth one (1/101) of one Ordinary Share upon the closing of a Business Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 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 Ordinary Shares has been at least $16.50 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 (“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. Each Firm Unit consists of one (1) ordinary share of common stock, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)Common Stock”) to receive one-tenth and three quarters of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a Business Combination (as defined below), or (b) twelve (12) months from the date of the Prospectus (as defined below)consummation of the Offering, and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Common Stock has been at least $16.50 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 (“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. Each The Firm Unit consists Units are to be offered initially to the public at the offering price of one (1) ordinary share of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share$10.00 per Firm Unit. The Ordinary SharesCommon Stock, the Rights, Rights and the Public Warrants included in the Firm Units will not be trade separately transferable until on the earlier of the 90th fifty second (52nd) day after following the date that hereof unless the Registration Statement (as defined below) becomes effective (the “Effective Date”) or 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 Common Stock, however, to the Rights and the Public Warrants included in the Firm Units trade separately until (i) the Company filing has filed with 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 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 Each whole Public Warrant 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 entitle its holder to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period whole share, subject to adjustment, commencing on the later of (a) one year from the closing Initial Delivery Date or 30 days after the completion by the Company of a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination involving the Company and one or more businesses or entities (the “Business Combination (as defined below), or (bCombination”) twelve (12) months from the date of the Prospectus (as defined below), and terminating expiring on the fifth (5th) five year anniversary of the Effective Datecompletion by the Company of its initial Business Combination, or earlier upon the Company’s redemption or liquidation. Only whole warrants will be exercisable. Each Right entitles the will entitle its holder to receive one-tenth (1/10) of one Ordinary Share share of Common Stock upon the closing consummation of a Business Combination (Combination, even if the holder of such right redeemed all shares of Common Stock held by it in connection with the Business Combination. No additional consideration will be required to be paid by a holder of Rights in order to receive its additional shares upon consummation of a Business Combination. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional shares, as defined below)the Representative may determine. As used hereinIn addition, the term “Business Combination” Company grants to the Underwriters an Over-allotment Option to purchase up to 2,250,000 additional Option Units. The Over-allotment Option is exercisable in the event that the Underwriters sell more than 15,000,000 Firm Units. No Option Units shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all be sold or substantially all of delivered unless the assets of, entering into contractual arrangements withFirm Units previously have been, or engaging simultaneously are, sold and delivered. The Option Units shall be identical in all respects to the Firm Units. The right to purchase Option Units, or any other similar business combination with one or more businesses or entities portion thereof, may be exercised from time to time (subject to the limitations in Section 4 below) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Units (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Units. The Company has the right shall not be obligated to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at deliver any time after the Warrants become exercisable; so long as the last sales price of the Ordinary Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending Firm Units or Option Units to be delivered on the third (3rd) Business Day prior applicable Delivery Date, except upon payment for all such Units to the day be purchased on which notice is given (“Force-Call Redemption”). As used such Delivery Date as provided 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 share, par value $0.0001 per share, of the Company (“Ordinary Share”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), each and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of an initial business combination (the “Right(s)”). Each Warrant entitling the holder thereof to purchase one-half (1/2) one Ordinary Share at an exercise price of $11.50 per share. Each ten rights entitle the holder thereof to receive one Ordinary Share. The Ordinary Shares, the RightsWarrants, and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of 30 days after (a) the closing completion of a Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of that the Prospectus Registration Statement (as defined described below) is declared effective (the “Effective Date”), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Companycombination. The Company has the right to redeem the Warrants, 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 Ordinary Shares Share has been at least $16.50 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 (“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) ordinary share of Class A common stock of the Company Company, par value $0.0001 (“Ordinary ShareClass A Common Stock”), one (1) right (the “Right(s)”) to receive and one-tenth half 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) one share of one Ordinary ShareClass A Common Stock. The Ordinary Shares, the Rights, Class A Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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-half (1/2) one share of one Ordinary Share 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 closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date closing of the Prospectus offering (as defined belowthe “Effective Date”), and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation withamalgamation, 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 Except as described in the Registration Statement, the Company has the right to may redeem the Warrants, 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 Ordinary Shares Class A Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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 common stock, par value $0.0001 per share of the Company (the “Ordinary ShareCommon Stock”), one (1) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant to purchase one share of Common Stock (the “Warrant(s)”), each Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share. The Ordinary Shares, the Rights, shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement Effective Date (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 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 to purchase one-half (1/2) one share of one Ordinary Share at a price of Common Stock for $11.50 per full share during the period commencing on the later of (a) 30 days after the closing of a Business Combination (as defined below)Combination, or (b) twelve (12) months from the date of the Prospectus Closing (as defined below), and terminating on the fifth five (5th5) year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares Common Stock has been at least $16.50 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 (“Force-Call Redemption”)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 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 the Company (“Ordinary Share”)Company, one (1) right par value $0.0001 per share (the “Right(s)Ordinary Shares”) to receive and one-tenth half of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant. Each whole redeemable warrant (the “Warrant(s)”), each Warrant entitling entitles the holder thereof to purchase one-half (1/2) of one Ordinary ShareShare at a price of $11.50 per full share, subject to adjustment (the “Warrants”). The Ordinary Shares, the Rights, Shares and the Warrants included in the Firm Units will not be trade separately transferable on the fifty-second business (52nd) day after the date hereof unless the Representative determines to allow earlier separate trading. Notwithstanding the immediately preceding sentence, in no event will the Ordinary Shares and Warrants included in the Firm Units trade separately until (i) the earlier Company has filed with the Securities and Exchange Commission (the “Commission” or the “SEC”) a Current Report on Form 8-K that includes an audited balance sheet reflecting the Company’s receipt of the 90th day after proceeds of the Offering and the Initial 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. Each whole redeemable warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share, subject to adjustment, commencing on the later of twelve months from the date that the Registration Statement (as defined below) becomes is declared effective (by the “Effective Date”) SEC or 30 days after the announcement consummation by the Company of the Representative’s decision to allow earlier tradinga merger, subjectcapital stock exchange, howeverasset acquisition, 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 to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below)stock purchase, recapitalization, reorganization, or (b) twelve (12) months from the date of the Prospectus (as defined below), and terminating on the 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 Combination (as defined below). As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, 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 businesses or entities (the “Business Combination”) and expiring on the five year anniversary of the consummation by the Company. The Company has the right to redeem the Warrantsof its initial Business Combination, or 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 Ordinary Shares has been at least $16.50 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 (“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 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 (1) ordinary share of common stock of the Company Company, par value $.0001 (the “Ordinary ShareCommon Stock”), one and (1ii) right (the “Right(s)”) to receive one-tenth of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)”), ) with each Warrant entitling the holder thereof to purchase one-half (1/2) one share of one Ordinary ShareCommon Stock. The Ordinary Shares, the Rights, Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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-half (1/2) one share of one Ordinary Share Common Stock at a price of $11.50 per full share during the period commencing on the later of (a) 30 days after the closing completion of a an initial Business Combination (as defined below), or and (b) twelve (12) 12 months from the date of the Prospectus (as defined below)Effective Date, and terminating on the fifth (5th) five year 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 Combination (as defined below)Combination. As used herein, the term “Business Combination” shall mean any acquisition by share merger, capital stock exchange, share reconstruction and amalgamation withasset 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“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.; 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. {N0384947 2 }

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 the Company Company, par value $0.0001 per share (an “Ordinary Share”), ) and one (1) right (the “Right(s)”) to receive one-tenth eighth (1/8) of one Ordinary Share upon the consummation of a Business Combination (as defined below) and one redeemable warrant (the “Warrant(s)Rights”); provided, each Warrant entitling however, the holder thereof Company will not sell or issue fractional shares with respect to purchase one-half (1/2) of one Ordinary Shareany Right. The Ordinary Shares, the Rights, Shares and the Warrants Rights included in the Firm Units (and the Option Units) will not be separately transferable until the earlier of the 90th 52nd day after the date that the Registration Statement (as defined below) becomes 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 entitles the holder to purchase one-half (1/2) of one Ordinary Share at a price of $11.50 per full share during the period commencing on the later of (a) the closing of a Business Combination (as defined below), or (b) twelve (12) months from the date of As described in the Prospectus (as defined belowherein), and terminating on the fifth (5th) anniversary of the Effective Date. Each each Right entitles the holder thereof to receive one-tenth eighth (1/101/8) of one Ordinary Share upon the consummation of a Business Combination. Each eight Rights entitle the holder thereof to receive one Ordinary Share at the closing of a Business Combination. The Company will not issue fractional shares. As a result, a holder must hold rights in multiples of eight (8) in order to receive Ordinary Shares for all of the holder’s rights upon closing of a Business Combination. If the 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 the Rights will expire worthless. As used herein, the term “Business Combination” shall mean any acquisition by merger, share exchange, asset acquisition, share reconstruction and amalgamation withpurchase, purchasing all 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 businesses or entities by the Company. The Company has the right to redeem the 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 Ordinary Shares has been at least $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 (“Force-Call Redemption”). 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.