Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1 The Company issued to certain persons referenced in the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons referenced in the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeitureredemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Koji Fusa▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is and the private placement of the Underwriter Warrants are referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants and the Underwriter Warrants are collectively referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 266,667 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination. The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) against transferring the Underwriter Warrants (and the underlying Ordinary Shares) during the first 180 days after the Effective Date as set forth in the purchase agreement for the Underwriter Warrants and by its acceptance of the Underwriter Warrants (and the underlying Ordinary Shares), the Representative agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants (and the underlying Ordinary Shares), or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.3.3 in writing.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement its initial stockholders (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 2,875,000 shares of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 2050% of such Insider Shares, upon the earlier of one year after the date of consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when Combination and the date on which the closing price of the Company’s Ordinary Shares Common Stock equals or exceeds $12.00 12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day pay period following the consummation of the Business Combination and (viii) with respect to 100the remaining 50% of the such Insider Shares, immediately if following one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Insider Stockholders will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 575,000 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants Unit is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors Insider Stockholders until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The In August 2018, the Company issued to certain persons referenced in the Registration Statement Pivotal Acquisition Holdings LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 200,000 750,000 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) ), in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors in December 2018 and transferred 100,000 Founder Shares to the Company’s chief financial officer in December 2018, in each case at the same per-share purchase price paid by the Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Sponsor until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect subsequent to 20% the consummation of such Insider Sharesa Business Combination, (x) when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; or (iiiy) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination date on which the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders holders of Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders holders of Founder Shares shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates pursuant to the Warrants Purchase Agreement (collectivelyas defined in Section 2.21.2 hereof), the “Placement Investors”) Sponsor will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 5,750,000 warrants (or 6,350,000 warrants if the Over-allotment Option is exercised in full) that are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Investor Warrants”) ), at a purchase price of $0.75 1.00 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (iii) none of the Placement Securities may be sold, assigned or transferred by the Placement Investors Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Warrants Purchase Agreement. 1.4.3 Pursuant to the Forward Purchase Contract (as defined below), Pivotal Spac Funding LLC (“PSF”), a member of the Sponsor, has agreed to purchase from the Company up to $150,000,000 of securities of the Company (the “Forward Purchase Securities”, which term shall include all equity, debt and other securities included therein, and any shares of Common Stock issuable upon conversion or exercise thereof), in a private placement transaction intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination.” The type and amount of Forward Purchase Securities to be purchased will be determined by the Company and PSF at the time of the entry by the Company into a definitive business combination agreement with respect to the initial Business Combination. The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Founder Shares and the Forward Purchase Securities are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The 1.3.1. In March 2020, the Company issued to certain persons referenced in the Registration Statement an aggregate of 2,875,000 shares of Common Stock (collectively, the “Insider ShareholdersShares”), for an the aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than The Insider Shares shall be held in a Permitted Transfer (escrow and be subject to restrictions on transfer as defined herein), none set forth in the Registration Statement. The holders of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shareholders Shares shall not have redemption conversion rights with respect to the Insider Shares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.4.2 1.3.3. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates certain stockholders of the Company (collectively, the “Placement InvestorsCompany Purchasers”) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof2.24.2 below), an aggregate 2,750,000 warrants and 500,000 warrants of 3,600,000 the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Placement Investor Private Warrants”) ), at a purchase price of $0.75 1.00 per Placement Investor Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement terms of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as described in the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None The purchase price for the Private Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Placement Securities may be soldRegistration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, assigned or transferred (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Placement Investors until thirty (30) Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days after consummation immediately following the effective date of a Business Combination.the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. EarlyBirdCapital, Inc._________, 2020Page 5 of 45

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement ▇▇▇▇▇ ▇▇▇ Holding Limited (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 1,504,688 shares of Common Stock (the “Insider Founder Shares”) (up to 200,000 192,188 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor subsequently transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider Stockholders. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect or earlier, in each case, if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting consummates a transaction which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities property or (2) involving consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityteam. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Insider SharesStockholders will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and including the purchase of the Placement Units (as defined below) by the Sponsor. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Sponsor will consummate the purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 warrants 250,000 units which units are identical to the Firm Units except as described below (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants Units is referred to herein as the “Warrant Unit Private Placement.” The Warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. The Sponsor has also agreed that, in the event that the Over-allotment Option is exercised by the Underwriter, the Sponsor will purchase up to 18,750 additional Placement Units in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors Sponsor or its permitted transferees until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities, the Underwriter’s Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Units shall be deposited into the Trust Account.

Private Placements. 1.4.1 The In March 2019, the Company issued to certain persons referenced in the Registration Statement Pivotal Investment Holdings II LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 (the “Insider Founder Shares”) (up to 200,000 750,000 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) ), in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors in April and June 2019 and transferred 100,000 Founder Shares to the Company’s chief financial officer in April 2019, in each case at the same per-share purchase price paid by the Sponsor. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Sponsor until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect subsequent to 20% the consummation of such Insider Sharesa Business Combination, (x) when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; or (iiiy) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination date on which the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders holders of Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders holders of Founder Shares shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares (up to 750,000 Founder Shares) such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates pursuant to the Warrants Purchase Agreement (collectivelyas defined in Section 2.21.2 hereof), the “Placement Investors”) Sponsor will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,833,333 warrants (or 4,233,333 warrants if the Over-allotment Option is exercised in full) that are identical to the Warrants included in the Firm Units, subject to certain exceptions (the “Placement Investor Warrants”) ), at a purchase price of $0.75 1.50 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None The Placement Warrants are identical to the Warrants except that (i) the Placement Warrants will be non-redeemable by the Company, (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees and (iii) none of the Placement Securities may be sold, assigned or transferred by the Placement Investors Sponsor or its permitted transferees until thirty (30) days after consummation of the Company’s initial Business Combination. The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Warrants Purchase Agreement. 1.4.3 Pursuant to the Forward Purchase Contract (as defined below), Pivotal Spac Funding II LLC (“PSF”), a member of the Sponsor, has agreed to purchase from the Company up to $150,000,000 of securities of the Company (the “Forward Purchase Securities”, which term shall include all equity, debt and other securities included therein, and any shares of Common Stock issuable upon conversion or exercise thereof), in a private placement transaction intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act, to close simultaneously with the closing of the initial Business Combination.” The type and amount of Forward Purchase Securities to be purchased will be determined by the Company and PSF at the time of the entry by the Company into a definitive business combination agreement with respect to the initial Business Combination. The private placement of the Forward Purchase Securities is referred to herein as the “Forward Private Placement.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Forward Purchase Securities or the Forward Private Placement. The Public Securities, the Placement Securities, the Founder Shares and the Forward Purchase Securities are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The 1.4.1. On January 1, 2020, the Company issued to certain persons referenced in the Registration Statement LifeSci Holdings LLC, a Delaware limited liability company (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary 2,156,250 Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On September 30, 2020, the Sponsor transferred 215,625 Insider Shares to Chardan Healthcare Investments LLC, (collectively with the Sponsor, the “Initial Stockholders”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% sale of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Insider Shareholders Initial Stockholders shall not have redemption conversion rights with respect to the Insider Shares nor shall the Initial Stockholders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 281,250 Insider Shares, as is necessary to maintain the Initial Stockholders’ 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase of any shares in the Offering. 1.4.2 1.4.2. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates the Sponsor (collectively, the “Placement Investors”and/or its designees) will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof2.24.2 below), an aggregate of 3,600,000 3,033,333 warrants (the “Placement Investor Private Warrants”) ), at a purchase price of $0.75 0.90 per Placement Investor Warrant Private Warrant, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement terms of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as described in the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively Prospectus (as the “Placement Securities.” defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Private Placement. The Sponsor has also agreed that, in the event the Representatives have exercised the Over-allotment Option, the Sponsor will purchase up to 250,000 additional Private Warrants and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.10 per Public Share sold in the Warrant Offering. The purchase price for the Private Placement. None of Warrants shall have been delivered to CST&T or counsel for the Placement Securities Company or the Representatives to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combinationbe.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement KBL IV Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Founder Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect or earlier, in each case, if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and excluding the purchase of the Placement Units (as defined below) by the Sponsor. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the Sponsor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Underwriters will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 warrants 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 387,500 of such units by the Sponsor and 115,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to the Firm Units except as described below (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase membership interests in the Sponsor for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Investor Warrants Units is referred to herein as the “Warrant Unit Private Placement.” The private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement or the membership interests of the Sponsor sold in the Sponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in Nevada PMV Acquisition Holding Company, LLC (the Registration Statement “Sponsor”) and the Company’s directors and advisors (collectively, the “Insider ShareholdersInitial Stockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Shares”) (up to 200,000 375,000 of which are subject to forfeiture, on a pro rata basis, forfeiture by the Sponsor to the extent the Over-allotment Option is not exercised in full) ). These transactions were effectuated in a private placement transactions (collectively, the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until one year after the earlier of: (i) with respect to 20% date of such Insider Shares, upon consummation of the Business Combination; provided that the Insider Shares may be sold, assigned or transferred by the Insider Stockholders prior to such time if (iii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock equals or exceeds $12.00 for any 20 trading days within a 30-trading day pay period following during the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading 150-days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period immediately following the consummation of the Business Combination and or (viii) with respect subsequent to 100% of the Insider Shares, immediately if following the Business Combination Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriter in full or in part, up to 375,000 of the Insider Shares shall be subject to forfeiture by the Sponsor. The Sponsor will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriter’s Over-allotment Option (and excluding any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Sponsor will consummate the purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 2.22.2 hereof), ) of an aggregate of 3,600,000 7,000,000 warrants (the “Placement Investor Warrants”) ), each warrant exercisable to purchase one-half of one share of Common Stock at $5.75 per half share, at a purchase price of $0.75 0.50 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants contained in the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Sponsor or its permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The Company issued to certain persons referenced in members of the Registration Statement Company’s management team or their affiliates (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 3,916,667 shares of Common Stock (the “Insider Shares”) (up to 200,000 500,000 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon the consummation of the Business Combination; , (ii) with respect to 20% of such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iii) with respect to 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , (iv) with respect to 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; , and (v) with respect to the remaining 20% of the such Insider Shares, such time when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect Combination, in each case, if, subsequent to 100% of the Insider Shares, immediately if following the Business Combination Combination, the Company engages in a transaction (1i) involving a consolidation, merger or other similar transaction resulting in all a change in the majority of the Company’s shareholders board of directors or management team, and in which the Company is the surviving entity or, (ii) resulting in stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entitysecurities. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 500,000 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 25% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and after giving effect to the purchase of the Placement Units (as defined below) but excluding any shares purchased by the Insider Stockholders in the Offering or the aftermarket). 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇FinTech Investor Holdings, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates LLC (collectively, the “Placement InvestorsSponsor”) and the Representative [/Representative Affiliate] will consummate the purchase from the Company pursuant pursuant, to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 250,000 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants Unit is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. The Placement Units are identical to the Firm Units except that (i) the Placement Units will not be subject to any redemption rights or any rights to distributions upon liquidation and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the Sponsor [or the Representative] or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors Insider Stockholders until thirty (30) 30 days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,453,333 ordinary shares (the “Insider Shares”) (up to 200,000 320,000 of which are subject to forfeiture, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 11.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 14.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; and (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 15.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityCombination. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certain directors and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or officers of the Company and their respective affiliates (collectively, the “Warrant Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 8,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 0.50 per Placement Investor Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Warrant Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Warrant Placement Securities may be sold, assigned or transferred by the Warrant Placement Investors until thirty ninety (3090) days after consummation of a Business CombinationTransaction.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,430,000 shares of Common Stock (the “Insider Shares”) (up to 200,000 300,000 of which are subject to forfeiture, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, Shares immediately if following the Business Combination Transaction the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇certain directors and officers of the Company and their affiliates, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates through Empeiria Investors LLC (collectively, the “Placement InvestorsUnit Investor”) ), will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 390,000 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement (the “Placement Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement Placement Units, the shares of Common Stock included in the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” Units and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Placement Warrants Units are hereinafter referred to collectively as the “Placement Unit Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Unit Private Placement. None of the Placement Unit Securities may be sold, assigned or transferred by the Placement Unit Investors until thirty (30) days after consummation of a Business CombinationTransaction.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons referenced in the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 200,000 225,000 of which are subject to forfeitureredemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Koji Fusa▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is and the private placement of the Underwriter Warrants are referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants and the Underwriter Warrants are collectively referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 300,000 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination. The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) against transferring the Underwriter Warrants (and the underlying Ordinary Shares) during the first 180 days after the Effective Date as set forth in the purchase agreement for the Underwriter Warrants and by its acceptance of the Underwriter Warrants (and the underlying Ordinary Shares), the Representative agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants (and the underlying Ordinary Shares), or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.3.3 in writing.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 200,000 225,000 of which are subject to forfeitureredemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, C▇▇▇▇▇▇ ▇▇▇▇▇, A▇▇▇ ▇▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇ ▇▇▇▇▇▇, and A▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Warrant Placement Securities may be sold, assigned or transferred by the Placement Warrant Investors until thirty (30) days after consummation of a Business Combination.

Private Placements. 1.4.1 1.4.1. The Company issued to certain persons referenced in MTech Sponsor, LLC (the Registration Statement “Sponsor”) 1,437,500 shares of the Company’s Class B common stock (collectively, the “Insider ShareholdersShares”), for an the aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). The Insider Shares will automatically convert into Class A Common Stock at the time of the Business Combination (as defined below) on a one-for-one basis, subject to adjustment as described in the Registration Statement. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% sale of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Insider Shareholders Sponsor shall not have redemption conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 187,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the purchase by the Sponsor of any Firm Units or Private Units (defined below) in the Offering. 1.4.2 1.4.2. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates the Sponsor (collectively, the “Placement Investors”and/or its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof2.24.2 below), an aggregate of 3,600,000 warrants 225,000 units of the Company (the “Placement Investor WarrantsPrivate Units”) ), at a purchase price of $0.75 10.00 per Placement Investor Warrant Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement terms of the Placement Investor Warrants is referred to herein Private Units are as described in the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein Prospectus (as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” defined in Section 2.1.1 below). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None In the event the Representative exercises the Over-Allotment Option, the Sponsor (and/or its designees) will purchase up to an additional 18,750 Private Units pro rata with the amount of the Placement Securities portion of the Over-Allotment Option that has been exercised and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per share of Common Stock sold to the public in the Offering. The purchase price for the Private Units shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least 48 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combinationbe.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 4,000,000 shares of Common Stock (the “Insider Shares”) (up to 200,000 500,000 of which are subject to forfeiture, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, Shares immediately if following the Business Combination Transaction the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇certain directors and officers of the Company and their affiliates, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates through Empeiria Investors LLC (collectively, the “Placement InvestorsUnit Investor”) ), will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 500,000 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement (the “Placement Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement Placement Units, the shares of Common Stock included in the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” Units and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Placement Warrants Units are hereinafter referred to collectively as the “Placement Unit Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Unit Private Placement. None of the Placement Unit Securities may be sold, assigned or transferred by the Placement Unit Investors until thirty (30) days after consummation of a Business CombinationTransaction.

Private Placements. 1.4.1 The Company issued to certain persons referenced in the Registration Statement Quinpario Partners I, LLC (collectively, the “Insider ShareholdersStockholder”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 6,208,333 shares of Common Stock (the “Insider Shares”) (up to 200,000 750,000 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full, and up to 75,000 of which are subject to forfeiture in the event that the Extension Units (as defined below) are not purchased (or 37,500 shares per Extension (as defined below))) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholder until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholder shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholder shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Insider Stockholder will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 1,150,000 units, which units are identical to the Firm Units, (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants Unit is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors Insider Stockholder until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 (i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement MIHI LLC (collectively, the “Insider ShareholdersMIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 100 common units (the “Insider Common Units”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act; on January 3, 2017, the Company converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of Common Stock (the “Founder Shares”) ); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 200,000 937,500 of which are the Sponsor’s Founder Shares will be subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Option is not exercised in full) in a private placement ); the Sponsor subsequently sold certain of such shares to certain of the Company’s officers and/or directors (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Actinitial stockholders”). No ; no underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placementinitial purchase of the Founder Shares. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders initial stockholders of the Company until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation one year after the completion of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the last reported closing price of the Company’s Ordinary Shares shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following commencing at least 150 days after the consummation completion of the Business Combination; (iii) with respect or earlier, in each case if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in completes a liquidation, merger, stock exchange or other similar transaction (1) resulting that results in all of the Company’s shareholders Public Stockholders having the right to exchange their shares of Common Stock for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in Founder Shares. In the event that the Over-allotment Option is not exercised in full, Sponsor will forfeit such number of Founder Shares held by the Sponsor such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect after giving effect to the Insider SharesOffering. 1.4.2 (ii) Simultaneously with the Closing Initial Delivery Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Sponsor will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate a written agreement of 3,600,000 7,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 1.00 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(24(a)(2) of the Securities Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants to be sold in the Warrant Private Placement. The Placement Warrants will be identical to the Public Warrants except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers of the Placement Warrants or their permitted transferees. None of the Placement Securities Warrants may be sold, assigned or transferred by the initial purchasers of the Placement Investors Warrants or their permitted transferees until thirty (30) days after consummation completion of a Business CombinationCombination (except as disclosed in the Prospectus). The Public Securities, the Placement Warrants and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.4.1 The 1.4.1. In March 2024, the Company issued to certain persons referenced in the Registration Statement Calisa Holding LP, a Delaware limited partnership (collectively, the “Insider ShareholdersCalisa LP”), ) for an aggregate consideration of $25,000, 1,533,333 an aggregate of 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). Calisa LP thereafter transferred a portion of the Insider Shares to A▇▇▇▇ Group Limited, a British Virgin Islands company (“A▇▇▇▇” and together with Calisa LP, the “Sponsors”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% sale of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The Sponsors shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insider Shareholders Sponsors shall not have redemption conversion rights with respect to the Insider Shares. 1.4.2 Simultaneously Shares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the Closing Dateextent that the Over-allotment Option is not exercised by the Underwriters in full or in part, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇up to 225,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the 20% ownership interest in the Ordinary Shares of the Sponsors, Koji Fusaofficers, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ directors and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates advisors of the Company (collectively, the “Placement InvestorsInsiders”) will purchase from after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the EBC Founder Shares (defined below), the Private Shares (defined below) and any shares purchased in the Offering by the Insiders). 1.4.2. In April 2024, the Company pursuant issued to the Subscription Agreements (as defined in Section 2.23.2 hereof)Representative and its designees, for an aggregate purchase price of $1,450.00, an aggregate of 3,600,000 warrants 100,000 Ordinary Shares (the “Placement Investor WarrantsEBC Founder Shares”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sale of the EBC Founder Shares. The holders of the EBC Founder Shares have agreed not to transfer, assign or sell any EBC Founder Shares without the Company’s prior consent until the completion of an initial Business Combination. The EBC Founder Shares are identical to the Ordinary Shares included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such EBC Founder Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the EBC Founder Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the EBC Founder Shares will not sell, transfer, assign, pledge or hypothecate any of the EBC Founder Shares for a period of 180 days pursuant to FINRA Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Rule 5110(e), the EBC Founder Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the EBC Founder Shares (or uncertificated book-entry forms if no certificates are prepared) shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the EBC Founder Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.4.3. Simultaneously with the Closing Date, the Sponsors will purchase from the Company pursuant to Purchase Agreements (as defined in Section 2.24.2 below), an aggregate of 250,000 units (the “Private Units” or “Private Securities”), each Private Unit consisting of one Ordinary Shares (the “Private Shares”) and one Right (the “Private Rights”), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsors have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 18,000 additional Private Units, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business CombinationOffering.

Private Placements. 1.4.1 The 1.3.1. In March 2020, the Company issued to certain persons referenced in the Registration Statement an aggregate of 2,875,000 shares of Common Stock (collectively, the “Insider ShareholdersShares”), for an the aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than The Insider Shares shall be held in a Permitted Transfer (escrow and be subject to restrictions on transfer as defined herein), none set forth in the Registration Statement. The holders of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shareholders Shares shall not have redemption conversion rights with respect to the Insider Shares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. EarlyBirdCapital, Inc._________, 2020Page 4 of 45 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.4.2 1.3.3. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates certain stockholders of the Company (collectively, the “Placement InvestorsCompany Purchasers”) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof2.24.2 below), an aggregate 2,750,000 warrants and 500,000 warrants of 3,600,000 the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Placement Investor Private Warrants”) ), at a purchase price of $0.75 1.00 per Placement Investor Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement terms of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as described in the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None The purchase price for the Private Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Placement Securities may be soldRegistration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, assigned or transferred (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Placement Investors until thirty (30) Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after consummation five years from the effective date of a Business Combination.the Registration Statement. EarlyBirdCapital, Inc._________, 2020Page 5 of 45

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement KBL IV Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Founder Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect or earlier, in each case, if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and excluding the purchase of the Placement Units (as defined below) by the Sponsor. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the Sponsor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Underwriters will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 warrants 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 387,500 of such units by the Sponsor and 115,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to the Firm Units except as described below (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase membership interests in the Sponsor for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Investor Warrants Units is referred to herein as the “Warrant Unit Private Placement.” The private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Rights included in the Placement Investor Units are referred to herein as the “Placement Rights.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock, the Placement Rights and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon conversion of the Placement Warrants Rights and the Ordinary Shares issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement or the membership interests of the Sponsor sold in the Sponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 200,000 225,000 of which are subject to forfeitureredemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, C▇▇▇▇▇▇ ▇▇▇▇▇, A▇▇▇ ▇▇▇▇▇▇, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇ ▇▇▇▇▇▇ and A▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is and the private placement of the Underwriter Warrants are referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants and the Underwriter Warrants are collectively referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 600,000 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement Matlin & Partners Acquisition Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 8,625,000 shares of Class F Common Stock (the “Insider Founder Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ the Sponsor and Cantor ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, will consummate the “Placement Investors”) will purchase from the Company pursuant to the Subscription Warrant Purchase Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 15,500,000 warrants (14,500,000 to the Sponsor and 1,000,000 to Cantor) which warrants are identical to the Warrants except as described below (the “Placement Investor Warrants”) at a purchase price of $0.75 0.50 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that the Placement Warrants will be non-redeemable by the Company, may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and may not be exercised after five years from the effective date of the Registration Statement (as defined below) if held by Cantor ▇▇▇▇▇▇▇▇▇▇ or its designees or affiliates. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors initial purchasers or their permitted transferees until thirty (30) days after consummation of a the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.4.1 The Company issued to certain persons referenced in the Registration Statement Quinpario Partners I, LLC (collectively, the “Insider ShareholdersStockholder”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 6,208,333 shares of Common Stock (the “Insider Shares”) (up to 200,000 750,000 of which are subject to forfeiture, on a pro rata basis, forfeiture to the extent the Over-allotment Over­allotment Option is not exercised in full, and up to 75,000 of which are subject to forfeiture in the event that the Extension Units (as defined below) are not purchased (or 37,500 shares per Extension (as defined below))) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholder until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholder shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholder shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Insider Stockholder will purchase from the Company pursuant to the Subscription Agreements Agreement (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 1,150,000 units, which units are identical to the Firm Units, (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants Unit is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors Insider Stockholder until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The 1.3.1. In March 2020, the Company issued to certain persons referenced in the Registration Statement an aggregate of 2,875,000 shares of Common Stock (collectively, the “Insider ShareholdersShares”), for an the aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than The Insider Shares shall be held in a Permitted Transfer (escrow and be subject to restrictions on transfer as defined herein), none set forth in the Registration Statement. The holders of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The holders of the Insider Shareholders Shares shall not have redemption conversion rights with respect to the Insider SharesShares nor shall the holders be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, up to an aggregate of 375,000 Insider Shares shall be required to be forfeited by the holders thereof, as is necessary to maintain the beneficial ownership percentage of the Company’s Common Stock held by the holders of Insider Shares at 20% after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the Representative Shares (defined below) and the purchase of any Firm Units in the Offering. 1.4.2 1.3.2. In March 2020, the Company issued to the Representative and its designees an aggregate of 150,000 shares of Common Stock (the “Representative’s Shares”) at a price of $0.0001 per share in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. The Representative’s Shares are identical to the shares of Common Stock included in the Firm Units except the holders (i) shall not be entitled to exercise any conversion rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or certain amendments to the Charter Documents (as defined below) as described in the Prospectus (as defined in Section 2.1.1 below) and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the consummation of an initial Business Combination. Additionally, the holders of the Representative’s Shares will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Moreover, pursuant to FINRA Conduct Rule 5110(g), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5 below). 1.3.3. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates certain stockholders of the Company (collectively, the “Placement InvestorsCompany Purchasers”) and the Representative (and/or its designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof2.24.2 below), an aggregate 2,750,000 warrants and 500,000 warrants of 3,600,000 the Company, respectively, or 3,003,846 warrants and 546,154 warrants, respectively, if the Over-Allotment Option is exercised in full (collectively, the “Placement Investor Private Warrants”) ), at a purchase price of $0.75 1.00 per Placement Investor Private Warrant in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement terms of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as described in the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” Prospectus. No underwriting discounts, commissions commissions, or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None The purchase price for the Private Warrants, including those to be purchased if the full Over-Allotment Option is exercised, to be purchased by the Company Purchasers have been delivered to CST&T or counsel for the Company to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Representative will not sell during the Offering, or sell, transfer, assign, pledge or hypothecate any of its Private Warrants for a period of 180 days pursuant to FINRA Conduct Rule 5110(g)(1) following the effective date of the Placement Securities may be soldRegistration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, assigned or transferred (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(g), the Private Warrants owned by the Placement Investors until thirty (30) Representative will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Private Warrants owned by the Representative contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Warrants shall have registration rights as provided for in the Registration Rights Agreement. Additionally, for as long as the Private Warrants are held by the Representative or its designees or affiliates, they may not be exercised after consummation five years from the effective date of a Business Combinationthe Registration Statement.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement its initial stockholders (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 2,875,000 shares of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). On November 7, 2014, the Company effected a stock dividend of approximately 0.5 shares of Common Stock for each outstanding share of Common Stock, resulting in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 2050% of such Insider Shares, upon the earlier of one year after the date of consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when Combination and the date on which the closing price of the Company’s Ordinary Shares Common Stock equals or exceeds $12.00 12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day pay period following the consummation of the Business Combination and (viii) with respect to 100the remaining 50% of the such Insider Shares, immediately if following one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the Insider Stockholders and ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative (or their respective affiliates (collectively, the “Placement Investors”its designees) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.22.2 hereof), an aggregate of 3,600,000 warrants 528,500 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants Unit is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders, the Representative or, in each case, their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement KBL IV Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Founder Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”), of which up to 375,000 shares are subject to forfeiture to the extent the Over-allotment Option is not exercised in full. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect or earlier, in each case, if, subsequent to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in consummates a transaction (1) resulting which results in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option and excluding the purchase of the Placement Units (as defined below) by the Sponsor. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the Sponsor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) Underwriters will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 warrants 450,000 units (or 502,500 units if the Over-allotment Option is exercised in full; 350,000 of such units shall be purchased by the Sponsor and 100,000 of such units shall be purchased by the Underwriters; or 377,500 of such units by the Sponsor and 125,000 by the Underwriters if the Over-allotment Option is exercised in full) which units are identical to the Firm Units except as described below (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. In conjunction with their investment in the Placement Units, the Underwriters or their designees will also purchase membership interests in the Sponsor for a total of $2,000 (or $2,300 if the overallotment option is exercised in full) as an investment in a portion of the Founder Shares held by the Sponsor, pursuant to a separate private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act that will close simultaneously with the closing of the Public Offering and the Unit Private Placement (as defined below). Upon the closing of such offerings, such membership interests will collectively represent a pecuniary interest in 200,000 (or 230,000 if the Over-allotment Option is exercised in full) Founder Shares. The private placement of the Placement Investor Warrants Units is referred to herein as the “Warrant Unit Private Placement.” The private placement of the membership interests of the Sponsor with the Underwriters is referred to herein as the “Sponsor Interests Private Placement.” The Rights included in the Placement Investor Units are referred to herein as the “Placement Rights.” The Warrants included in the Placement Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock included in the Placement Units, the Placement Rights and Placement Warrants included in the Placement Units, and the shares of Common Stock issuable upon conversion of the Placement Warrants Rights and the Ordinary Shares issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement or the membership interests of the Sponsor sold in the Sponsor Interests Private Placement. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the initial purchasers (including the Underwriters) or their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors initial purchasers (including the Underwriters) or their permitted transferees until thirty (30) days after consummation of a Business Combination. The proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 1,725,000 Ordinary Shares (the “Insider Shares”) (up to 200,000 225,000 of which are subject to forfeitureredemption, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Koji Fusa▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or their respective affiliates (collectively, the “Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 3,000,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is and the private placement of the Underwriter Warrants are referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants and the Underwriter Warrants are collectively referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. 1.3.3 On or prior to the Effective Date, the Representative and/or its designees (collectively, the “Underwriter Warrant Investors”) will purchase from the Company pursuant to the Subscription Agreements, an aggregate of 600,000 warrants (the “Underwriter Warrants”) at a purchase price of $0.75 per Underwriter Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Underwriter Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Underwriter Warrant Investors until thirty (30) days after consummation of a Business Combination. The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) against transferring the Underwriter Warrants (and the underlying Ordinary Shares) during the first 180 days after the Effective Date as set forth in the purchase agreement for the Underwriter Warrants and by its acceptance of the Underwriter Warrants (and the underlying Ordinary Shares), the Representative agrees that it will not sell, transfer, assign, pledge or hypothecate the Underwriter Warrants (and the underlying Ordinary Shares), or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the lock-up restrictions set forth in this Section 1.3.3 in writing.

Private Placements. 1.4.1 The 1.3.1. On January 24, 2021, the Company issued to certain persons referenced in the Registration Statement Archimedes Tech SPAC Partners Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for ) an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 2,875,000 shares of Common Stock (the “Insider Shares”) (up to 200,000 for an aggregate of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) $25,000 in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”). On March 10, 2021, the Company effected a dividend of 0.2 shares for each share outstanding (the “Dividend”) resulting in there being an aggregate of 3,450,000 Insider Shares outstanding. No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than The Insider Shares shall be held in a Permitted Transfer (escrow and subject to restrictions on transfer as defined herein), none set forth in the Registration Statement. The holders of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a any proposed Business CombinationCombination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The holders of the Insider Shareholders Shares shall not have redemption conversion rights with respect to the Insider SharesShares nor shall they be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 450,000 of the Insider Shares shall be forfeited in an amount necessary to maintain the holders’ 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the Representative’s Shares any shares included in the Private Units (defined below) and any shares purchased in the Offering by the Company’s Sponsor, officers, directors or their affiliates (“Insiders”)). 1.4.2 Simultaneously with the Closing Date1.3.2. On January 13, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively2021, the “Placement Investors”) will purchase from the Company pursuant issued to the Subscription Agreements (as defined in Section 2.23.2 hereof)Representative and its designees, for an aggregate of 3,600,000 warrants $35.00, 420,000 shares (after giving effect to the Dividend) of Common Stock (the “Placement Investor WarrantsRepresentative’s Shares”) at a purchase price of $0.75 per Placement Investor Warrant in a private placement placements intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sale of the Representative’s Shares. The holders of the Representative’s Shares have agreed not to transfer, assign or sell any Representative’s Shares without the Company’s prior consent until the completion of an initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”). The Representative’s Shares are identical to the shares of Common Stock included in the Subunits Units except the holders (i) shall not be entitled to exercise any conversion or redemption rights with respect to such Representative’s Shares and shall not be entitled to sell any such shares to the Company in any tender offer in connection with a proposed Business Combination or amendment to the Charter Documents (as defined below) relating to pre-Business Combination activity and (ii) will have no right to any liquidation distributions with respect to any portion of the Representative’s Shares in the event the Company fails to consummate a Business Combination within the required time period. The holders of the Representative’s Shares will not sell, transfer, assign, pledge or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5). 1.3.3. Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), an aggregate of 390,000 (the “Private Units”) at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”) intended to be exempt from registration under the Act, of which the Sponsor will purchase 330,000 Private Units and the Representative and/or its designees will purchase 60,000 Private Units. The terms of the Private Units are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Over-allotment Option is exercised, they and/or their designees will purchase up to 36,000 additional Private Units (of which up to 27,000 Private Units would be purchased by the Sponsor and up to 9,000 Private Units would be purchased by the Representative and/or its designees) and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units into the Trust Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business CombinationOffering.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement its initial stockholder (collectively, the “Insider ShareholdersInitial Stockholder”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares (the “Insider Shares”) (up to 200,000 2,875,000 shares of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) Common Stock in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). From June 23, 2014 through the date hereof, the Initial Stockholder transferred shares (the “Insider Share Transfers”) purchased in the Insider Private Placement, in various amounts and to various stockholders (together with the Initial Stockholder, the “Insider Stockholders”), as memorialized in an agreement entered into by and among the Insider Stockholders, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP (“Graubard”) and the Company (the “Share Transfer Agreement”). On November 7, 2014, the Company effected a stock dividend of approximately 0.05 shares of Common Stock for each outstanding share of Common Stock (together with the Insider Private Placement and the Insider Share Transfers, “Insider Stockholder Issuances”). The Insider Stockholder Issuances resulted in the Insider Stockholders owning an aggregate of 3,026,250 shares of Common Stock (the “Insider Shares”) (up to 382,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined hereinbelow), none of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 2050% of such Insider Shares, upon the earlier of one year after the date of consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when Combination and the date on which the closing price of the Company’s Ordinary Shares Common Stock equals or exceeds $12.00 12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day pay period following the consummation of the Business Combination and (viii) with respect to 100the remaining 50% of the such Insider Shares, immediately if following one year after the date of the consummation of the Business Combination or earlier, in either case, if, subsequent to the Business Combination, the Company engages in a liquidation, merger, stock exchange or other similar transaction (1) resulting in all of the Company’s shareholders stockholders having the right to exchange their shares for cash cash, securities or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityproperty. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 382,500 of the Insider Shares shall be subject to forfeiture by the Insider Stockholders. The Insider Stockholders will be required to forfeit only such number of Insider Shares such that the Insider Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Placement Units (as defined below) purchased by the Insider Stockholders and any shares purchased by the Insider Stockholders in the Offering or in the aftermarket). 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the Insider Stockholders and ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative (or their respective affiliates (collectively, the “Placement Investors”its designees) will consummate the purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.22.2 hereof), of an aggregate of 3,600,000 warrants 528,500 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants Units is referred to herein as the “Warrant Unit Private Placement.” The warrants included in the Placement Investor Warrants Units are referred to herein as the “Placement Warrants.” The Placement Units, the shares of Common Stock and Placement Warrants included in the Placement Units, and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants Units sold in the Warrant Unit Private Placement. The Insider Stockholders have also agreed that, in the event that the Over-allotment Option is exercised by the Underwriters, the Insider Stockholders will purchase up to 30,000 additional Placement Units, on a pro rata basis, in order that at least $10.00 per share sold to the public in the Offering is held in trust regardless of whether the Over-allotment Option is exercised in full or in part. The Placement Units are identical to the Firm Units except that the Placement Warrants will be non-redeemable by the Company and may be exercised on a cashless basis so long as they are held by the Insider Stockholders, the Representative or, in each case, their permitted transferees. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination. The Public Securities, the Placement Securities and the Insider Shares are hereinafter referred to collectively as the “Securities.”

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider ShareholdersStockholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 4,000,000 shares of Common Stock (the “Insider Shares”) (up to 200,000 500,000 of which are subject to forfeiture, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; and (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityCombination. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certain directors and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or officers of the Company and their respective affiliates (collectively, the “Placement Unit Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 warrants 500,000 units (the “Placement Investor WarrantsUnits”) at a purchase price of $0.75 10.00 per Placement Investor Warrant Unit in a private placement (the “Placement Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement Placement Units, the shares of Common Stock included in the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” Units and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants included in the Placement Warrants Units are hereinafter referred to collectively as the “Placement Unit Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Unit Private Placement. None of the Placement Unit Securities may be sold, assigned or transferred by the Placement Unit Investors until thirty (30) days after consummation of a Business CombinationTransaction.

Private Placements. 1.4.1 1.3.1 The Company issued to certain persons and entities referenced in Part II, Item 7 of the Registration Statement (collectively, the “Insider Shareholders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 3,066,667 ordinary shares (the “Insider Shares”) (up to 200,000 400,000 of which are subject to forfeiture, on a pro rata basis, redemption to the extent the Over-allotment Option (as defined in Section 1.2.1 hereof) is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than in a Permitted Transfer (as defined herein), none None of the Insider Shares may be sold, assigned or transferred by the Insider Shareholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon consummation of the Business CombinationTransaction; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 11.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 12.75 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 14.00 for any 20 trading days within a 30-trading day period following the consummation of the Business CombinationTransaction; and (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 15.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entityCombination. The Insider Shareholders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationTransaction. The Insider Shareholders shall not have redemption rights with respect to the Insider Shares. 1.4.2 Simultaneously with 1.3.2 On or prior to the Closing Effective Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certain directors and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or officers of the Company and their respective affiliates (collectively, the “Warrant Placement Investors”) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 hereof), an aggregate of 3,600,000 9,200,000 warrants (the “Placement Investor Warrants”) at a purchase price of $0.75 0.50 per Placement Investor Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise of the Placement Warrants are hereinafter referred to collectively as the “Warrant Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Warrant Placement Securities may be sold, assigned or transferred by the Warrant Placement Investors until thirty ninety (3090) days after consummation of a Business CombinationTransaction.

Private Placements. 1.4.1 The In connection with the Company’s organization, the Company issued to certain persons referenced in the Registration Statement Matlin & Partners Acquisition Sponsor LLC (collectively, the “Insider ShareholdersSponsor”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 8,625,000 shares of Class F Common Stock (the “Insider Founder Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) exempt from registration under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the “Act”) (up to 1,125,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Insider Private Placement. Other than Except as described in a Permitted Transfer (as defined herein)the Registration Statement, none of the Insider Founder Shares may be sold, assigned or transferred by the Insider Shareholders Stockholders until the earlier of: (i) with respect to 20% of such Insider Shares, upon one year following the consummation of the Business Combination; or (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period following commencing 150 days after the consummation of the Business Combination; (iii) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Stockholders shall have no right to any liquidation distributions with respect to any portion of the Insider Founder Shares in the event the Company fails to consummate a Business Combination. The Insider Shareholders Stockholders shall not have redemption rights with respect to the Insider Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares will comprise 20% of the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of the Over-allotment Option. 1.4.2 Simultaneously with the Closing Date, ▇▇▇▇▇▇ the Sponsor and Cantor F▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, will consummate the “Placement Investors”) will purchase from the Company pursuant to the Subscription Warrant Purchase Agreements (as defined in Section 2.23.2 2.21.2 hereof), an aggregate of 3,600,000 15,500,000 warrants (14,500,000 to the Sponsor and 1,000,000 to Cantor) which warrants are identical to the Warrants except as described below (the “Placement Investor Warrants”) at a purchase price of $0.75 0.50 per Placement Investor Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(24(a)(2) of the Act. The private placement of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants Warrants, are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. The Placement Warrants are identical to the Warrants except that the Placement Warrants will be non-redeemable by the Company, may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees and may not be exercised after five years from the effective date of the Registration Statement (as defined below) if held by Cantor F▇▇▇▇▇▇▇▇▇ or its designees or affiliates. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors initial purchasers or their permitted transferees until thirty (30) days after consummation of a the Company’s initial Business Combination. The Public Securities, the Placement Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.” The proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account.

Private Placements. 1.4.1 1.4.1. The Company has issued to certain persons and entities referenced in Part II, Item 15 of the Registration Statement (collectively, the “Insider ShareholdersInsiders”), for an aggregate consideration of $25,000, 1,533,333 Ordinary Shares 1,897,500 shares of Common Stock (the “Insider Shares”) (up to 200,000 of which are subject to forfeiture, on a pro rata basis, to the extent the Over-allotment Option is not exercised in full) in a private placement (the “Insider Private Placement”) intended to be exempt from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the sale of the Insider Private PlacementShares. Other than in Until six months after the consummation of a Permitted Transfer Business Combination (as defined herein), none in Section 1.4.2) with respect to 50% of the Insider Shares may be sold, assigned or transferred by and until one year after the Insider Shareholders until the earlier of: (i) consummation of a Business Combination with respect to 20% of such Insider Shares, upon consummation of the Business Combination; (ii) with respect to 20% of such Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iii) with respect to 20remaining 50% of the Insider Shares, when except in certain limited situations, the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (iv) with respect Insiders will not be able to 20% of sell or transfer the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination; (v) with respect to 20% of the Insider Shares, when the closing price of the Company’s Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination and (vi) with respect to 100% of the Insider Shares, immediately if following the Business Combination the Company engages in a transaction (1) resulting in all of the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a merger or other change in the majority of the Company’s board of directors (“Board of Directors”) or management team in which the Company is the surviving entity. The Insider Shareholders Insiders shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate a Business CombinationCombination within the required time period except with respect to any funds held outside of the Trust Account remaining after payment of all fees and expenses. The Insider Shareholders Insiders shall not have redemption conversion rights with respect to the Insider Shares. To the extent that the Over-allotment Option is not exercised by the Underwriters in full or in part, up to 247,500 of the Insider Shares shall be subject to forfeiture by certain of the Insiders. The Insiders will be required to forfeit only a number of shares of Common Stock necessary to maintain their 20% ownership interest in the shares of Common Stock after giving effect to the Offering and exercise, if any, of the Underwriters’ Over-allotment Option (and excluding the purchase of the Sponsor Shares and any shares purchased in the Offering). 1.4.2 1.4.2. Simultaneously with the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Koji Fusa, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or their respective affiliates (collectively, certain of the “Placement Investors”) Insiders will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.23.2 2.24.2 hereof), an aggregate of 3,600,000 warrants 634,250 shares of Common Stock (the “Placement Investor WarrantsSponsor Shares”) at a purchase price of $0.75 8.00 per Placement Investor Warrant Sponsor Share, and if the Over-Allotment Option is exercised, certain of the Insiders will purchase from the Company at a price of $8.00 per Sponsor Share the number of Sponsor Shares (up to a maximum of 79,200 Sponsor Shares) that is necessary to maintain in the Trust Account an amount equal to $8.36 per Public Security, in a private placement (the “Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(2) of the Act. The private placement Sponsor Shares will generally be identical to the Firm Shares. However, the Insiders have agreed (A) to vote their Sponsor Shares in favor of any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”), (B) not to convert any Sponsor Shares in connection with a stockholder vote to approve a proposed initial Business Combination and (C) to waive any liquidation distribution with respect to the Sponsor Shares that might otherwise be available from funds held outside of the Placement Investor Warrants is referred to herein as the “Warrant Private Placement.” The Placement Investor Warrants are referred to herein as the “Placement Warrants” and the Placement Warrants and the Ordinary Shares issuable upon exercise Trust Account. None of the Placement Warrants are hereinafter referred to collectively as Sponsor Shares may be sold, assigned or transferred by the “Placement Securities.” initial purchasers or their affiliates until 30 days after the consummation of a Business Combination (except in certain limited situations). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Placement Investor Warrants sold in the Warrant Private Placement. None of the Placement Securities may be sold, assigned or transferred by the Placement Investors until thirty (30) days after consummation of a Business Combination.