Common use of Unit Private Placement Clause in Contracts

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Private Units Purchase Agreement (as defined in Section 2.21.2 below2.20.2.1 hereof) an aggregate of 227,500 and the Underwriter Private Placement Units Purchase Agreement (as defined in Section 2.20.2.2 hereof), 662,500 private placement units of (400,000 units to be purchased by the CompanySponsor and 262,500 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement unit (the “Unit Private PlacementPlacement Units”) in private placements intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor Underwriters will purchase from the Company pursuant to the Sponsor Unit Underwriter Private Placement Units Purchase Agreement, Agreement up to an additional 13,348 39,375 Private Placement Units Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Ordinary Shares (the “Private Placement Shares”) and the Rights nor underlying warrants (the “Private Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the Placement Securitiesunderlying Ordinary Shares, the Representative underlying Private Placement Warrants and the Ordinary Shares issuable pursuant to the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 655,000 units of (455,000 units by the CompanySponsor and 200,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Individual Purchasers (and/or its their respective designees) will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) ), an aggregate of 227,500 170,000 units, or 177,500 units if the Over-allotment Option is exercised in full, of the CompanyCompany (105,000 units, or 112,500 units if the Over-allotment Option is exercised in full, to be purchased by the Sponsor and 65,000 units to be purchased by the Individual Purchasers, of which 33,500 units are identical to be purchased by Maxim individuals and 31,500 units are to be purchased by the Firm Units subject to certain exceptions Third-Party Investors, whether or not the Over-allotment Option is exercised) (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with The Placement Units are identical to the Option Closing Date Firm Units except that none of the Placement Securities (if any)as defined below) may be sold, assigned or transferred by (i) the Sponsor will purchase from or the Company pursuant to Individual Purchasers or their respective permitted transferees until thirty (30) days after the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) consummation of the Act. The purchase price for Company’s initial Business Combination .. In addition, the Placement Units to be paid acquired by the Sponsor has been delivered Maxim individuals are subject in all respects to compliance with requirements imposed by FINRA Rule 5110. The private placement of the Trustee or counsel Placement Units is referred to the Company or the Representative 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, herein as the case may be. “Unit Private Placement.” The Placement Units, the Ordinary Shares underlying the Placement Units (the “Placement Shares”) and ), the Rights underlying the Placement Units (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business CombinationPlacements. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The purchase price for the Placement Units to be paid by the Sponsor was placed into the Sponsor’s bank account (with evidence thereof delivered to counsel to the Representative) at least 24 hours prior to the date hereof, and shall be delivered to CST for deposit into the Trust Account at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 317,500 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 37,500 units of the CompanyCompany (the “Representative Placement Units” and together with the Sponsor Placement Units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 28,125 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 5,625 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 595,000 private placement units of (452,500 units to be purchased by the CompanySponsor and 142,500 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor Representative will purchase from the Company pursuant to the Sponsor Unit Representative Purchase Agreement, Agreement up to an additional 13,348 60,000 Private Placement Units Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying forming a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 775,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 891,250 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one half (1/2) of one warrant to purchase an Ordinary Share at a price of $11.50 upon consummation of a Business Combination (the “Private Warrants”), which Placement Units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 775,000 Placement Units (or up to 891,250 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 500,000 Placement Units (or up to 575,000 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 275,000 Placement Units (or up to 316,250 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 450,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, (i) the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 600,000 private placement units of or up to 660,000 private placement units if the Company, which units are identical to the Firm Units subject to certain exceptions Over-Allotment Option is exercised in full (collectively, the “Placement Units”), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one-third of one warrant (the “Private Warrants,” and together with the Public Warrants, the “Warrants”), which Placement Units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 600,000 Placement Units (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 350,000 Placement Units (or up to 372,500 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 250,000 Placement Units (or up to 287,500 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and the Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, Securities and the Representative underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as define defined in Section 1.52.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 216,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 11,250 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) Co-Sponsors and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) hereof), an aggregate of 227,500 375,000 private placement units of (50,000 units to be purchased by the CompanyCayman Sponsor, which 215,000 units are identical to be purchased by the Firm Units subject Delaware Sponsor and 110,000 to certain exceptions (collectivelybe purchased by the Representative), the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Delaware Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements up to an additional 13,348 33,000 Private Placement Units (up to 16,500 units to be purchased by the Delaware Sponsor and up to 16,500 to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising part of the Private Placement Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110, and the Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 700,000 private placement units of (450,000 units to be purchased by the CompanySponsor and 250,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor Representative will purchase from the Company pursuant to the Sponsor Unit Representative Purchase Agreement, Agreement up to an additional 13,348 60,000 Private Placement Units Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying forming a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, (i) the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 755,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (530,000 by the Sponsor and 225,000 by the Underwriters) if the Over-allotment Option is exercised in full, each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one-third of one redeemable warrant (the “Placement Warrants”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 755,000 Placement Units (or up to 788,750 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 530,000 Placement Units (whether or not the Over-allotment Option is exercised in full or at all) and the Underwriters will purchase 225,000 Placement Units (or up to 258,750 if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and the Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Private Shares or Placement Warrants (or underlying Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as Shares) (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 712,500 private placement units of (537,500 units to be purchased by the CompanySponsor and 175,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements up to an additional 13,348 67,600 Private Placement Units (up to 15,100 units to be purchased by the Sponsor and up to 52,500 to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative Shares (as define in Section 1.5) underlying Private Placement Warrants and the Founder Class A Ordinary Shares are hereinafter referred issuable upon exercise of the Private Placement Warrants will be subject to collectively as the “Securitieslock-up and registration rights limitations imposed by FINRA Rule 5110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 242,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor (and/or its designees) will purchase from the Company pursuant to the Sponsor a Placement Unit Purchase Agreement, up to an additional 13,348 15,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The purchase price for the Placement Units to be paid by the Sponsor (and/or its designees) has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares shares of Common Stock, the warrants (the “Placement SharesWarrants”) ), and the Rights rights (the “Placement Rights”) underlying included in the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units Securities are identical to the Firm Units Public Securities 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 initial purchasers or their permitted transferees, (iii) none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination, and (iv) shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights will be entitled to registration rights. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 227,500 535,250 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 93,750 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 51,563 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 14,062 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 675,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 701,250 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-twelfth (1/12) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 675,000 Placement Units (or up to 701,250 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 500,000 Placement Units (whether or not the Over-allotment Option is exercised in full or at all) and the Underwriters will purchase 175,000 Placement Units (or up to 201,250 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 499,643 units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Units”) ), of which 67,500 Placement Units will be purchased at a purchase price of $10.00 per Placement Unit and 432,143 Placement Units will be purchased at a purchase of $7.00 per Placement Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 56,250 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 7.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Units and Option Placement Units are identical to the Firm Units subject to certain exceptions. The terms of the Placement Units and Option Placement Units are as described in the Prospectus. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 600,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 600,000 Placement Units (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 400,000 Placement Units (whether or not the Over-allotment Option is exercised in full or at all) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 465,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. A total of 50,000 of those Placement Units will be purchased by a non-interest bearing, unsecured promissory note which will be issued by the sponsor to the Company simultaneously with the closing of the Offering in the principal amount of $500,000 (the “Private Placement Units Note”), which the Company may draw down at any time and from time to time in its sole discretion, pursuant to the terms of the Private Placement Units Note. At the closing of an initial Business Combination, the Company will cancel the number of Placement Units equal to amounts not drawn under the Private Placement Units Note. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with On the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 12,500 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative Representative, either case, to hold be held 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. . 1.1.1 The Placement Units, the Option Placement Units, the Class A Ordinary Shares comprising part of the Placement Units and the Option Placement Units (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying comprising part of the Placement Units, Units and the Option Placement Units and the Class A Ordinary Shares issuable upon conversion exchange of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units and Option Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the after consummation of the Company’s initial Business Combination. The Public Securities, the Representative Shares, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Insider Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) Initial Shareholders and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 522,813 private placement units of (435,313 units to be purchased by the CompanyInitial Shareholders and 87,500 units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor Initial Shareholders and the Underwriters will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 13,348 32,813 Private Placement Units (19,688 Private Placement Units to be purchased by the Initial Shareholders and 13,125 Private Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Ordinary Shares (the “Private Placement Shares”) and the Rights nor underlying warrants (the “Private Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the Placement Securitiesunderlying Ordinary Shares, the Representative underlying Private Placement Warrants and the Ordinary Shares issuable pursuant to the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 550,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 602,500 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 550,000 Placement Units (or up to 602,500 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 375,000 Placement Units (or up to 401,250 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 175,000 Placement Units (or up to 201,250 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, FinTech Investor and 3FIII, LLC (collectively, the Sponsor (and/or its designees“Sponsors”) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 830,000 units of the Companyand 100,000 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 370,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 36,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 227,500 305,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Sponsor Units”), and (y) the Underwriters (and/or their designees) will purchase from the Company pursuant to Underwriter Unit Purchase Agreements (as defined in Section 2.37 below) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Underwriter Units” and, together with the Private Sponsor Units, the “Placement Units”), all at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 22,500 Placement Units and (ii) the Underwriters will purchase from the Company pursuant to their respective Underwriter Unit Purchase Agreement, up to an additional 7,500 Placement Units in the aggregate, all at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their respective 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. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Unit Private Placement. The purchase price for the Placement Sponsor Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying purchase price for the Placement Units, and Underwriter Units will be delivered in accordance with the Ordinary Shares issuable upon conversion terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Rights are hereinafter referred Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to collectively as FINRA Conduct Rule 5110(g)(1) following the “Placement Securities.” No underwriting discounts, commissions, Effective Date of the Registration Statement to anyone other than (i) the Representative or placement fees have been an Underwriter or will be payable selected dealer in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none Offering, or (ii) a bona fide officer or partner of either of the Placement Securities may be soldRepresentative or of any such Underwriter or selected dealer. Additionally, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securitiespursuant to FINRA Conduct Rule 5110(g), the Placement Securities, the Representative Shares Underwriter Units (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as securities underlying the “Securitiessame) 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.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 600,000 private placement units of (400,000 private placement units to be purchased by the CompanySponsor and 200,000 private placement units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements up to an additional 13,348 60,000 Private Placement Units (up to 30,000 Private Placement Units to be purchased by the Sponsor and up to 30,000 Private Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising part of the Private Placement Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110, and the Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 435,000 private placement units of (310,000 units to be purchased by the CompanySponsor and 125,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements up to an additional 13,348 37,500 Private Placement Units (up to 18,750 units to be purchased by the Sponsor and up to 18,750 to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative Shares (as define in Section 1.5) underlying Private Placement Warrants and the Founder Class A Ordinary Shares are hereinafter referred issuable upon exercise of the Private Placement Warrants will be subject to collectively as the “Securitieslock-up and registration rights limitations imposed by FINRA Rule 5110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, IAS and the Sponsor (and/or its designees) Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 540,000 units of (452,500 units by IAS and 87,500 units by the CompanyRepresentative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 522,500 private placement units of (397,500 units to be purchased by the CompanySponsor and 125,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 13,348 5,625 Private Placement Units and the Representative will purchase from the Company pursuant to the Representative Purchase Agreement up to an additional 37,500 Private Placement Units, at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying forming a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative underlying Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants, will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 600,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 600,000 Placement Units (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 400,000 Placement Units (or 430,000 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, the Representative and ▇▇▇▇▇ & Company Capital Markets (and/or its designees“CCM”) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 1,000,000 units of (770,000 units by the CompanySponsor, 200,000 units by the Representative and 30,000 units by CCM) or 1,060,000 units if the Underwriter’s over-allotment option is exercised in full (795,500 units by the Sponsor, 230,000 units by the Representative and 34,500 units by CCM), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative and CCM or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 227,500 240,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 16,875 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Option Placement Units will be returnable to the Company, for a refund of the gross proceeds generated by the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee Wilmington or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 200,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 13,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 500,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 230,187 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended 1933 (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 14,063 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee VStock Transfer, LLC or counsel to the Company or the Representative 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 Placement Units, the Class A Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Class A Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees (as provided in the Sponsor Unit Purchase Agreement) until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, (i) the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 660,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one-third of one warrant (the “Private Warrants,” and together with the Public Warrants, the “Warrants”), which Placement Units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 660,000 Placement Units, the Sponsor will purchase 350,000 Placement Units and the Underwriters will purchase 310,000 Placement Units. The purchase price for private placement of the Placement Units to be paid by the Sponsor has been delivered and the Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, Securities and the Representative underlying Ordinary Shares acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as define defined in Section 1.52.21.3) may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days beginning on the date of the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 486,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company Company, pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 30,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.25.2 below) an aggregate of 227,500 455,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 45,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. None of the Placement Units nor the underlying shares of Common Stock (“Placement Shares”) and Warrants (“Placement Warrants”) may be sold, assigned or transferred by the Sponsor, the Underwriters or their respective 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. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Unit Private Placement. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying purchase price for the Placement Units, and Underwriter Units will be delivered in accordance with the Ordinary Shares issuable upon conversion terms of the Underwriter Unit Purchase Agreement. The registered holder of the Placement Rights are hereinafter referred Underwriter Units (or any securities underlying the same) will not sell, transfer, assign, pledge or hypothecate any of the Placement Underwriter Units (or any such underlying securities) for a period of 180 days pursuant to collectively as FINRA Conduct Rule 5110(g)(1) following the “Placement Securities.” No underwriting discounts, commissions, Effective Date of the Registration Statement to anyone other than (i) the Representatives or placement fees have been an Underwriter or will be payable selected dealer in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none Offering, or (ii) a bona fide officer or partner of either of the Placement Securities may be soldRepresentatives or of any such Underwriter or selected dealer. Additionally, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securitiespursuant to FINRA Conduct Rule 5110(g), the Placement Securities, the Representative Shares Underwriter Units (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as securities underlying the “Securitiessame) 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.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 454,128 units of the Companyand 45,872 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 13,348 40,872 Placement Units and 4,128 Placement Units, respectively, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. (a) The Representative acknowledges and agrees that the Placement Units and the underlying component securities purchased by it will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, Units and the underlying component securities purchased by the Representative Shares (as define may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers or partners thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 500,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 545,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 500,000 Placement Units (or up to 545,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 350,000 Placement Units (or up to 372,500 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 150,000 Placement Units (or up to 172,500 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, Insurance Investor and the Sponsor (and/or its designees) Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 425,000 units of (375,000 units by Insurance Investor and 50,000 units by the CompanyRepresentative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Individual Purchasers (and/or its their respective designees) will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) ), an aggregate of 227,500 units 150,000 units, or 153,750 if the Over-Allotment Option is exercised in full, of the CompanyCompany (65,000 units, which or 68,750 units are identical if the Over-Allotment Option is exercised in full, to be purchased by the Firm Units subject Sponsor, and 85,000 units to certain exceptions be purchased by the Individual Purchasers, whether or not the Over-allotment Option is exercised) (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with The Placement Units are identical to the Option Closing Date Firm Units except that none of the Placement Securities (if any)as defined below) may be sold, assigned or transferred by (i) the Sponsor will purchase from or the Company pursuant to Individual Purchasers or their respective permitted transferees until after the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) consummation of the ActCompany’s initial Business Combination. The purchase price for In addition, the Placement Units to be paid acquired by the Sponsor has been delivered Individual Purchasers are subject in all respects to compliance with requirements imposed by FINRA Rule 5110. The private placement of the Trustee or counsel Placement Units is referred to the Company or the Representative 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, herein as the case may be. “Unit Private Placement.” The Placement Units, the Ordinary Shares underlying the Placement Units (the “Placement Shares”) and ), the Rights underlying the Placement Units (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The purchase price for the Placement Units to be paid by the Sponsor was placed into the Sponsor’s bank account (with evidence thereof delivered to the Representative) at least 24 hours prior to the date hereof, and shall be delivered to Continental for deposit into the Trust Account at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 1,360,000 units of (or up to 1,450,000 units if the CompanyOver-allotment Option is exercised in full) (1,210,000 units, or up to 1,300,000 units if the Over-allotment Option is exercised in full, by the Sponsor and 150,000 units by the Representative), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 700,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 345,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 367,500 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 345,000 Placement Units (or up to 367,500 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 295,000 Placement Units (or up to 310,000 Placement Units if the Over-allotment Option is exercised in full) and the Representative will purchase 50,000 Placement Units (or up to 57,500 Placement Units if the Over-allotment Option is exercised in full). The purchase price for private placement of the Placement Units to be paid by the Sponsor has been delivered and Representative is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until thirty (30) days after the consummation of the Company’s initial Business Combination. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Securities acquired by the Representative pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement Securities, Securities acquired by the Representative Shares pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Private Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 257,500 private units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Private Units”) at a purchase price of $10.00 per Placement Private Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The Private Units are identical to the Units, subject to certain exceptions; and the terms of the Placement Private Units, the Class A Ordinary Shares included in the Private Units and the Rights included in the Private Units (the “Private Rights”) are each as described in the Prospectus (as defined in Section 2.1.1 below)Prospectus. Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Private Placement Unit Purchase Agreement, Agreement up to an additional 13,348 Placement 15,000 Private Units at a purchase price of $10.00 per Placement Private Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Private Units may be sold, assigned or transferred by the Sponsor or its permitted transferees until after consummation of a Business Combination. The purchase price for the Placement Private Units to be paid by the Sponsor has been shall be delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) Sponsors and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below2.22.2 hereof) an aggregate of 227,500 690,000 units of (580,000 placement units by the CompanySponsors and 110,000 placement units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(e)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 600,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-eighth (1/8) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 600,000 Placement Units (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 400,000 Placement Units (or up to 430,000 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 600,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 270,900 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Placement Unit Purchase Agreement, up to an additional 13,348 22,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 1,056,000 units of (806,000 units by the CompanySponsor and 250,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 500,000 units of the Companyand 100,000 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 13,348 45,000 Placement Units and 15,000 Placement Units, respectively, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. (a) The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 500,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 545,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 500,000 Placement Units (or up to 545,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 350,000 Placement Units (or 372,500 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 150,000 Placement Units (or up to 172,500 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, FinTech Investor and the Sponsor (and/or its designees) Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) hereof), an aggregate of 227,500 610,000 private units of (510,000 units to be purchased by FinTech Investor and 100,000 units to be purchased by the CompanyRepresentative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsors, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, (i) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Private Placement Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 [610,500] units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Private Placement Units”), and (ii) at Polaris will purchase from the Company pursuant to a purchase price of $10.00 per Polaris Private Placement Unit Purchase Agreement (as defined in a private placement Section 2.21.6 below) [up to 150,000] Private Placement Units (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for terms of the Private Placement Units to be paid by are as described in the Sponsor has been delivered to Prospectus (as defined in Section 2.1.1 below). None of the Trustee or counsel to the Company or the Representative 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 Private Placement Units, the Units (including any Ordinary Shares underlying the Private Placement Units (the “Private Placement Shares”) and ), any Rights underlying the Rights Private Placement Units (the “Private Placement Rights”) and any Ordinary Shares underlying the Private Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Rights) may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Private Placement Units shall be deposited into the Trust Account pursuant to the terms of the Private Placement Unit Purchase Agreement and the Polaris Private Placement Unit Purchase Agreement. The Private Placement Units shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities for a period of at least 180 days beginning on the date of commencement of sales of the Offering pursuant to FINRA Rule 5110(e). In addition, the Private Placement Securities, Rights may not be exchanged for Ordinary Shares more than five (5) years from the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “SecuritiesEffective Date.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 227,500 504,000 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 62,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 46,875 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 9,375 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. None of the Placement Units may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 334,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 27,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee AST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 348,480 units of the Company(the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 40,000 units of the CompanyCompany (the “Representative Placement Units” and together with the Sponsor Placement Units, the “Placement Units”), which units are identical to the Firm Units subject to certain exceptions (collectivelyexceptions, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 30,000 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 6,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 1,094,500 units of (822,500 units by the CompanySponsor and 272,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit its Purchase Agreement, up to an additional 13,348 58,725 Placement Units Units, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 517,143 units of the Company, which units are identical to the Firm Units subject to certain exceptions Company (collectively, the “Placement Units”) ), of which 85,000 Placement Units will be purchased at a purchase price of $10.00 per Placement Unit and 432,143 Placement Units will be purchased at a purchase of $7.00 per Placement Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 56,250 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 7.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Units and Option Placement Units are identical to the Firm Units subject to certain exceptions. The terms of the Placement Units and Option Placement Units are as described in the Prospectus. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 800,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-fifteenth (1/15) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 800,000 Placement Units, the Sponsor will purchase 550,000 Placement Units and the Underwriters will purchase 250,000 Placement Units. The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 1,150,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 237,500 units of (125,000 by the Company, which units are identical to Sponsor and 112,500 by the Firm Units subject to certain exceptions Underwriters) (collectively, the “Base Placement Units”) ), which units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Simultaneously with the Option Closing Date (if any), the Underwriters will purchase from the Company, pursuant to the Underwriters Purchase Agreement, up to an additional 28,125 units (collectively, the “Option Placement Units” and, together with the Base Placement Units, the “Placement Units”). The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Underwriters agree to purchase Placement Units, Units consistent with their pro rata allocation of the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion Offering. The private placement of the Placement Rights are hereinafter Units to the Sponsor and the Underwriters is referred to collectively herein as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to .” Certain proceeds from the Firm Units except that none sale of the Placement Securities Units shall be deposited into the Trust Account. None of the Placement Units (or underlying securities) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up, in addition to the restrictions on transfer set forth in the immediately preceding sentence, for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying securities acquired by the Underwriters pursuant to collectively as the “SecuritiesUnderwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from and the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor Representative will purchase from the Company pursuant to the Purchase Agreements (as defined in Section 2.21.2 hereof), 585,000 private placement units (385,000 units to be purchased by the Sponsor Unit Purchase Agreementand 200,000 to be purchased by the Representative), up to an additional 13,348 Placement Units at a the purchase price of $10.00 per unit (the “Base Private Placement Unit Units”) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase price for from the Company pursuant to the Purchase Agreement up to an additional 60,000 Private Placement Units (up to 30,000 units to be paid purchase by the Sponsor has been delivered and up to 30,000 to be purchased by the Trustee or counsel to the Company or the Representative to hold Representative), at a purchase price of $10.00 per Private Placement Unit in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available private placement intended to be delivered exempt from registration under the Act, pursuant to Section 4(a)(2) of the Trust Account on Act (the Closing Date or “Option Private Placement Units” and, together with the Option Closing Date, as the case may be. The Base Private Placement Units, the “Private Placement Units”). The Private Placement Units are substantially identical to the Firm Units, subject to certain exceptions. The private placement of the Private Placement Units is referred to herein as the “Unit Private Placement.” None of the Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants comprising a part of the Private Placement Units (the “Private Placement RightsWarrants”) underlying or the Placement Units, and the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Warrants may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative Shares (as define in Section 1.5) underlying Private Placement Warrants and the Founder Class A Ordinary Shares are hereinafter referred issuable upon exercise of the Private Placement Warrants will be subject to collectively as the “Securitieslock-up and registration rights limitations imposed by FINRA Rule 5110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 650,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 683,750 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one-half of one warrant to receive one Ordinary Share (the “Private Warrants”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 650,000 Placement Units (or up to 683,750 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 425,000 Placement Units (whether or not the Over-allotment Option is exercised in full or at all) and the Underwriters will purchase 225,000 Placement Units (or up to 258,750 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned assigned, or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designeesa) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Company, which units are identical Subject to the Firm Units subject terms and conditions of this Agreement, Corridor and the Initial Investor Group agree to certain exceptions (collectively, complete the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Subscribers on the Closing Date at the Closing Time. (b) At least two Business Days prior to the Closing Time, the Initial Investor Group shall provide a complete list of the Subscribers to Corridor, including the number of Units being subscribed for by each Subscriber and detailed registration instructions for each Subscriber, in a form that will reasonably permit Corridor to prepare the required certificates for the Closing Time. (c) At least one Business Day prior to Closing, the Initial Investor Group shall provide to Corridor duly completed and executed Unit Subscription Agreements for each Subscriber representing subscriptions to purchase an aggregate 21,739,130 Units. (d) Under the Unit Private Placement, the Initial Investor Group shall and shall cause the Subscribers to purchase an aggregate of 21,739,130 Units at a price of $0.92 per Unit for aggregate gross proceeds of $20 million. (e) At Closing, the Initial Investor Group shall and shall cause the Subscribers to provide to Corridor: (i) certified cheques, bank drafts or wire transfer in immediately available funds, or payment in such other form as may be acceptable to Corridor and the Option Closing DateInitial Investor Group, acting reasonably, for the aggregate subscription proceeds for the Units, as applicable, purchased by the case may be. The Placement UnitsSubscribers; and (ii) such other documents and deliveries as are required pursuant to the Unit Subscription Agreements, as applicable. (f) Upon receipt of the Ordinary Shares (the “Placement Shares”) duly completed and the Rights (the “Placement Rights”) underlying the Placement Unitsexecuted agreements and certified cheques, bank drafts or wire transfer or other payment and any other documents or deliveries provided for in Subsection 2.1(e), Corridor shall execute and accept all duly completed and executed Unit Subscription Agreements, and deliver to the Ordinary Shares issuable upon conversion Subscribers validly issued Common Share certificates and Warrant certificates in the names of the Placement Rights are hereinafter referred to collectively as applicable Subscribers for the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in securities issuable under the Unit Private Placement. The Placement Units are identical Alternatively, if agreed to by the Parties, the Common Shares and/or Warrants issuable pursuant to the Firm Unit Private Placement may be issued and deposited in electronic form with CDS or its nominee pursuant to the book based system administered by CDS or in such non-certificated form as is acceptable to the Parties, acting reasonably. (g) To the extent that Corridor does not receive completed Unit Subscription Agreements (and other required documents) for an aggregate 21,739,130 Units except that none or receives payment of less than an aggregate $20 million for the 21,739,130 Units, the Initial Investor Group shall subscribe for any such shortfall in subscriptions, pay any shortfall in the aggregate subscription price for the 21,739,130 Units and complete and deliver the requisite Unit Subscription Agreements and other documents, all in accordance with the provisions in this Section 2.1; provided the obligation of each member of the Placement Securities may Initial Investor Group to purchase any such shortfall in accordance with this Subsection 2.1(g) shall be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation an individual and several obligation of such member and each member shall only be obligated to purchase a maximum number of Units as set out opposite such Initial Investor's Name below: [REDACTED to exclude obligations of individual members of the Company’s initial Business Combination. Initial Investor Group to purchase a maxumum number of Units] (h) The Public SecuritiesParties agree that the completion of the Unit Private Placement, the Placement Securities, the Representative Shares (as define in Section 1.5) Reconstitution of Management and the Founder Shares are hereinafter referred to collectively as Subscription Receipt Share Issuance shall be completed concurrently on the “SecuritiesClosing Date.”

Unit Private Placement. Simultaneously with the Closing DateClosing, the Sponsor (and/or its designees) Founders and the Anchor Investors will purchase from the Company pursuant to a Sponsor Unit Purchase the Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 330,000 units of the Company, Company (of which 205,000 units are identical to will be purchased by the Firm Units subject to certain exceptions Founders and 125,000 will be purchased by the Anchor Investors) for $2,050,000 in the aggregate (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of Placement Units and the securities underlying the Placement Units are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” Simultaneously with the Option Closing Date (if anyapplicable), the Sponsor Founders and Anchor Investors will purchase from the Company pursuant to the Sponsor Unit Purchase Subscription Agreement, up to an additional 13,348 30,000 Placement Units at a purchase price (of $10.00 per Placement Unit which 20,000 will be purchased by the Founders and 10,000 will be purchased by the Anchor Investors) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be paid held by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion initial purchasers of the Placement Rights are hereinafter referred to collectively Units or their permitted transferees (as described in the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or Purchase Agreement and the Warrant Agreement (as defined below)). There will be payable in connection with the Placement Securities sold no placement agent in the Unit Private Placement. The Placement Units are identical and no party shall be entitled to a placement fee or expense allowance from the Firm Units except that none sale of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.22), an aggregate of 227,500 700,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 805,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one half (1/2) of one warrant to purchase an Ordinary Share at a price of $11.50 upon consummation of a Business Combination (the “Private Warrants”), which Placement Units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 700,000 Placement Units (or up to 805,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 500,000 Placement Units (or up to 575,000 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreements (as defined in Section 2.22) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreements may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 1,000,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 1,110,000 Placement Units if the Over-allotment Option is exercised), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-eighth (1/8) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 1,000,000 Placement Units (or up to 1,100,000 Placement Units if the Over-allotment Option is exercised), the Sponsor will purchase 775,000 Placement Units (or up to 851,250 Placement Units if the Over-allotment Option is exercised ) and the Underwriters will purchase 225,000 Placement Units (or up to 258,750 Placement Units if the Over-allotment Option is exercised). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 1,000,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 651,250 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 718,750 Placement Units if the Over-allotment Option is exercised), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-eighth (1/8) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 1,000,000 Placement Units (or up to 1,100,000 Placement Units if the Over-allotment Option is exercised), the Sponsor will purchase 426,250 Placement Units (or up to 460,000 Placement Units if the Over-allotment Option is exercised) and the Underwriters will purchase 225,000 Placement Units (or up to 258,750 Placement Units if the Over-allotment Option is exercised). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 340,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee AST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor Sponsor, Cantor and Moelis & Company Group LP, an affiliate of Moelis (and/or its designees) “Moelis Group”), will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 1,000,000 units of (857,143 units, or up to 917,143 units if the CompanyOver-allotment Option is exercised in full, by the Sponsor, 100,000 units by the Cantor and 42,857 units by Moelis Group), which units are identical to the Firm Units Units, subject to certain exceptions (collectively, the “Firm Placement Units”) ), at a purchase price of $10.00 per Placement Unit Unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 13,348 60,000 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for Act (the “Option Placement Units to be paid by Units” and, together with the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Firm Placement Units, the “Placement Units”). The private placement of the Placement Units is referred to herein as the “Unit Private Placement.” None of the Placement Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) may be sold, assigned or transferred by the Sponsor, Cantor or Moelis Group or their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Representatives acknowledge and agree that the Placement Units to be purchased by the Representatives and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Units and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering except to any FINRA member participating in the Offering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period. The Placement Units, Ordinary Shares and Warrants included within the Placement Units and Ordinary Shares issuable upon conversion exercise of the Warrants included within the Placement Rights Units 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units are identical to the Firm Units except that none of the Placement Securities Units (i) may not be sold, assigned or transferred by the Sponsor Sponsor, Cantor or its Moelis Group other than to a permitted transferees transferee until 30 days after consummation of a Business Combination, and (ii) the Placement Units will not be subject to any redemption rights or any rights to distributions from the Trust Account (a) in connection with the consummation of the Company’s initial a Business Combination. , (b) if the Company fails to consummate a Business Combination within the time period set forth in the Charter Documents or (c) upon liquidation prior to, or upon the expiration of, such time period.. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”. Each of Cantor and Moelis Group has agreed that it shall have the right to exercise Placement Warrants until and shall forfeit to the Company for cancellation any Placement Warrants held by it on the date that is five years after the Effective Date.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representatives will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 650,000 units of (537,500 units by the CompanySponsor and 112,500 units by the Representatives), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representatives or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentatives acknowledge and agree that the Placement Units to be purchased by the Representatives and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(2). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor HoldCo (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 215,375 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor HoldCo will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 14,625 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Option Placement Units will be returnable to the Company, for a refund of the gross proceeds generated by the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor Sponsor-HoldCo has been delivered to the Trustee Continental or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof Pricing Date 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) hereof), an aggregate of 227,500 585,000 private placement units of (385,000 private placement units to be purchased by the CompanySponsor and 200,000 private placement units to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements an aggregate of up to an additional 13,348 60,000 Private Placement Units (up to 30,000 Private Placement Units to be purchased by the Sponsor and up to 30,000 Private Placement Units to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising part of the Private Placement Units, and the Option Private Placement Units, or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until 30 days after the consummation completion of the Company’s initial Business Combination. Certain proceeds from the sale of the Private Placement Units and certain proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative Shares (as define in Section 1.5) underlying Private Placement Warrants and the Founder Class A Ordinary Shares are hereinafter referred issuable upon exercise of the Private Placement Warrants will be subject to collectively as the “Securitieslock-up and registration rights limitations imposed by FINRA Rule 5110, and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 227,500 346,120 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 31,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares shares of Common Stock (the “Placement Shares”) and ), the Rights (the “Placement Rights”) underlying the Placement Units, the Warrants (the “Placement Warrants”) underlying the Placement Units, and the Ordinary Shares shares of Common Stock issuable upon exercise of the Placement Warrants and conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 400,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 30,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee Wilmington or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 560,000 units of (380,000 units by the CompanySponsor and 180,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(2). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2 below2.21.2) an aggregate of 227,500 497,500 units of the Company, and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 50,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the ActAct or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below2.1.1). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 45,000 Placement Units and (ii) the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 7,500 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct or another available exemption. The Prior to the Closing Date or the Option Closing Date, the Sponsor shall have provided to the Representative evidence reasonably satisfactory to the Representative that the purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are is readily available to be delivered by wire transfer in immediately available funds to the Trust Account on the Closing Date or the Option Closing Date, as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing DateClosing, the Sponsor (and/or its designees) Founders and the Anchor Investors will purchase acquire from the Company pursuant to a Sponsor Unit Purchase the Subscription Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 330,000 units of the Company, Company (of which 205,000 units are identical will be acquired by the Founders in exchange for cancelation of $1,030,000 of notes issued by the Company to the Firm Units subject to certain exceptions Founders and 125,000 will be acquired by the Anchor Investors) for $2,000,000 in the aggregate (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of Placement Units and the securities underlying the Placement Units are hereinafter referred to collectively as described in the Prospectus (as defined in Section 2.1.1 below). “Placement Securities.” Simultaneously with the Option Closing Date (if anyapplicable), the Sponsor Founders and Anchor Investors will purchase acquire from the Company pursuant to the Sponsor Unit Purchase Subscription Agreement, up to an additional 13,348 30,000 Placement Units at a purchase price (of $10.00 per Placement Unit which 20,000 will be acquired by the Founders and 10,000 will be acquired by the Anchor Investors) in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for Placement Units shall be identical to the Units sold in the Offering except that the warrants included in the Placement Units shall be (x) non-redeemable by the Company, and (y) may be exercised for cash or on a cashless basis, in each case so long as the warrants continue to be paid held by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion initial purchasers of the Placement Rights are hereinafter referred to collectively Units or their permitted transferees (as described in the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or Purchase Agreement and the Warrant Agreement (as defined below)). There will be payable in connection with the Placement Securities sold no placement agent in the Unit Private Placement. The Placement Units are identical and no party shall be entitled to a placement fee or expense allowance from the Firm Units except that none sale of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 600,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-twelfth (1/12) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 600,000 Placement Units (or up to 660,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 400,000 Placement Units (whether or not the Over-allotment Option is exercised in full or at all) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 227,500 334,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 26,250 Placement Units assuming the Over-allotment Option is exercised in full (or such lesser proportionate number of Placement Units assuming the Over-allotment Option is partially exercised) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Units are identical to the Firm Units except that the Placement Securities are subject to the same transfer restrictions as the Founder Shares are subject to the same as the founder shares, except as described herein The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor and the Individual Purchasers (and/or its their respective designees) will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) ), an aggregate of 227,500 units 150,000 units, or 153,750 if the Over-Allotment Option is exercised in full, of the CompanyCompany (65,000 units, which or 68,750 units are identical if the Over-Allotment Option is exercised in full, to be purchased by the Firm Units subject Sponsor, and 85,000 units to certain exceptions be purchased by the Individual Purchasers, whether or not the Over-allotment Option is exercised) (collectively, the “Placement Units”) ), at a purchase price of $10.00 per Placement Unit unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with The Placement Units are identical to the Option Closing Date Firm Units except that none of the Placement Securities (if any)as defined below) may be sold, assigned or transferred by (i) the Sponsor will purchase from or the Company pursuant to Individual Purchasers or their respective permitted transferees until after the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) consummation of the ActCompany’s initial Business Combination. The purchase price for In addition, the Placement Units to be paid acquired by the Sponsor has been delivered Individual Purchasers are subject in all respects to compliance with requirements imposed by FINRA Rule 5110. The private placement of the Trustee or counsel Placement Units is referred to the Company or the Representative 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, herein as the case may be. “Unit Private Placement.” The Placement Units, the Ordinary Shares underlying the Placement Units (the “Placement Shares”) and ), the Rights underlying the Placement Units (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”” The purchase price for the Placement Units to be paid by the Sponsor was placed into the Sponsor’s bank account (with evidence thereof delivered to to the Representative) at least 24 hours prior to the date hereof, and shall be delivered to Efficiency for deposit into the Trust Account at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 400,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 30,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Option Placement Units will be returnable to the Company, for a refund of the gross proceeds generated by the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee Wilmington or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor the Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 540,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) Securities and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 500,000 units of the Companyand 100,000 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase AgreementAgreements, up to an additional 13,348 45,000 Placement Units and 15,000 Placement Units, respectively, at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion Unit Private Placement.” None of the Placement Rights are hereinafter referred to collectively as Units nor the underlying shares of Common Stock (“Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Shares”)and Warrants (“Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities Warrants”) may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. (a) The Representative acknowledges and agrees that the Placement Units and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement SecuritiesUnits and the underlying component securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any Underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Representative Shares (as define and any such participating Underwriters or selected dealers nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in Section 1.5) and the Founder Shares are hereinafter referred to collectively as economic disposition of the “Securitiessecurities by any person during such 180-day period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 700,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 805,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one half (1/2) of one warrant to purchase an Ordinary Share at a price of $11.50 upon consummation of a Business Combination (the “Private Warrants”), which Placement Units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 700,000 Placement Units (or up to 805,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 500,000 Placement Units (or up to 575,000 Placement Units if the Over-allotment Option is exercised in full) and the Underwriters will purchase 200,000 Placement Units (or up to 230,000 Placement Units if the Over-allotment Option is exercised in full). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 625,000 units (consisting of 425,000 units purchased by the Company, which Sponsor and 200,000 units are identical to purchased by the Firm Units subject to certain exceptions Underwriters) (collectively, the “Base Placement Units”) ), which units are substantially identical to the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit unit, in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company Company, pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a 30,000 units and the Underwriters will purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act Company, pursuant to the Underwriters Purchase Agreement (as defined in Section 4(a)(2) of 2.21.3), up to an additional 30,000 units (collectively, the Act“Option Placement Units” and, together with the Base Placement Units, the “Placement Units”). The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion private placement of the Placement Rights are hereinafter Units to the Sponsor and the Underwriters is referred to collectively herein as the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to .” Certain proceeds from the Firm Units except that none sale of the Placement Securities Units shall be deposited into the Trust Account. None of the Placement Units (or underlying securities) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Units and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up, in addition to the restrictions on transfer set forth in the immediately preceding sentence, for a period of one hundred and eighty (180) days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement SecuritiesUnits and the underlying securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (180) days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering as define defined in Section 1.5FINRA Rule 5110(j)(15) (a “Participating Member”) and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 belowhereof) an aggregate of 227,500 960,000 units of (610,000 units by the CompanySponsor and 350,000 units by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the underlying Ordinary Shares (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Placement Units shall be deposited into the Trust Account. The Public SecuritiesRepresentative acknowledges and agrees that the Placement Units to be purchased by the Representative and the underlying component securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Securities, the Representative Shares (as define in Section 1.5) Units and the Founder Shares are hereinafter referred underlying component securities may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the Effective Date of the Registration Statement except to collectively as any FINRA member participating in the “SecuritiesOffering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period, for a period of 180 days immediately following the Effective Date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 units of the Companyhereof), 1,100,000 units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying may be sold, assigned or transferred by the Sponsor or its 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 Placement Units, Placement Shares and the Ordinary Shares Placement Warrants and shares of Common Stock issuable upon conversion exercise of the Placement Rights 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 Securities sold in the Unit Private PlacementSecurities. The Placement Units Warrants are identical to the Firm Units Warrants except that (i) the Placement Warrants will be non-redeemable by the Company and (ii) the Placement Warrants may be exercised on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. In addition, the Placement Warrants may not be exercised after five years from the effective date of the Registration Statement if held by Cantor or its designees or affiliates. Except as described in the Registration Statement, none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the thirty (30) days after consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities”.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 2.24.2 below) an aggregate of 227,500 334,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 26,250 Placement Units assuming the Over-allotment Option is exercised in full (or such lesser proportionate number of Placement Units assuming the Over-allotment Option is partially exercised) at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Placement Units are identical to the Firm Units except that the Placement Securities are subject to the same transfer restrictions as the Founder Shares are subject to the same as the founder shares, except as described herein. The purchase price for the Placement Units to be paid by the Sponsor has been delivered to the Trustee CST or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 505,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 45,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Option Placement Units will be returnable to the Company, for a refund of the gross proceeds generated by the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor has been delivered to the Trustee Wilmington or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 712,500 private placement units of (537,500 units to be purchased by the CompanySponsor and 175,000 to be purchased by the Representative), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor and the Representative will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreements up to an additional 13,348 65,625 Private Placement Units (up to 13,125 units to be purchased by the Sponsor and up to 52,500 to be purchased by the Representative), at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act Act, pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Firm Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the Option Private Placement Units, the Class A Ordinary Shares (the “Private Placement Shares”) and or the Rights warrants (the “Private Placement RightsWarrants”) underlying comprising a part of the Private Placement Units and the Option Private Placement Units, and or the Class A Ordinary Shares issuable upon conversion exercise of the Private Placement Rights are hereinafter referred to collectively as the “Placement Securities.” No underwriting discountsWarrants, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor purchasers or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. Certain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. The Public Securitiesholders of the Private Placement Shares shall not have redemption rights with respect to the Private Placement Shares. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Private Placement Shares and underlying Private Placement Warrants are held by the Representative or its designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Private Placement SecuritiesShares, the Representative Shares (as define in Section 1.5) underlying Private Placement Warrants and the Founder Class A Ordinary Shares are hereinafter referred issuable upon exercise of the Private Placement Warrants will be subject to collectively as the “Securitieslock-up and registration rights limitations imposed by FINRA Rule 5110 and the Private Placement Warrants may not be exercised after five years from the commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor HoldCo (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Private Placement Units Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 227,500 505,000 units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), ) pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any)Date, the Sponsor HoldCo will purchase from the Company pursuant to the Sponsor Unit Private Placement Units Purchase Agreement, up to an additional 13,348 45,000 Placement Units (the “Option Placement Units”) at a purchase price of $10.00 per Option Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The Option Placement Units will be returnable to the Company, for a refund of the gross proceeds generated by the sale of the Option Placement Units, to the extent that the Representative does not exercise the Over-allotment Option, on a pro rata basis. The purchase price for the Placement Units and Option Placement Units to be paid by the Sponsor HoldCo has been delivered to the Trustee Wilmington or counsel to the Company or the Representative 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 Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its permitted transferees until the consummation of the Company’s initial Business Combination. The Public Securities, the Placement Securities, the Representative Shares (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securities.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 560,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (or up to 614,000 Placement Units if the Over-allotment Option is exercised in full), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one (1) right to receive one-tenth (1/10) of an Ordinary Share upon consummation of a Business Combination (the “Private Rights”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 560,000 Placement Units (or up to 614,000 Placement Units if the Over-allotment Option is exercised in full), the Sponsor will purchase 380,000 Placement Units and the Representative will purchase 180,000 Placement Units (or up to 234,000 Placement Units if the Over-allotment Option is exercised in full). The purchase price for private placement of the Placement Units to be paid by the Sponsor has been delivered and Representative is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement or Private Rights are hereinafter referred to collectively as (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesRepresentative acknowledge and agree that the Placement Securities acquired by the Representative pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement Securities, Securities acquired by the Representative Shares pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Representative will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 657,500 units of the Companyand 152,500 units, respectively, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The purchase price for private placement of the Placement Units is referred to be paid by the Sponsor has been delivered to the Trustee or counsel to the Company or the Representative 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, herein as the case may be. The “Unit Private Placement.” None of the Placement Units, Units nor the Ordinary Shares underlying shares of Common Stock (the “Placement Shares”) and the Rights Warrants (the “Placement RightsWarrants”) underlying the Placement Units, and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor Sponsor, the Representative or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public Securitiesproceeds from the sale of the Placement Units shall be deposited into the Trust Account. (a) The Representative acknowledges and agrees that the Placement Units and the underlying component securities purchased by it will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement (as defined below) or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Placement Securities, Units and the underlying component securities purchased by the Representative Shares (as define may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers or partners thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period, nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement or commencement of sales of the Offering.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company Company, pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) 2.21.3 hereof), an aggregate of 227,500 665,000 private placement units of the Company, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) (including if the Over-allotment Option is exercised), each Placement Unit consisting of one (1) Ordinary Share (the “Private Shares”) and one-half of one warrant (the “Private Warrants,” and together with the Public Warrants, the “Warrants”), which Placement Units are substantially identical to the Units included in the Firm Units, subject to certain exceptions, at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933Unit, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 13,348 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. Of the 665,000 Placement Units (including if the Over-allotment Option is exercised), the Sponsor will purchase 265,000 Placement Units (including if the Over-allotment Option is exercised) and the Underwriters will purchase 400,000 Placement Units (including if the Over-allotment Option is exercised). The Underwriters agree to purchase price for Placement Units consistent with their pro rata allocation of the Offering. The private placement of the Placement Units to be paid by the Sponsor has been delivered and Underwriters is referred to herein as the Trustee or counsel to “Unit Private Placement.” Certain proceeds from the Company or sale of the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to Placement Units shall be delivered to deposited into the Trust Account on the Closing Date or the Option Closing Date, as the case may beAccount. The Placement Units, the Ordinary Shares (the “Placement Shares”) and the Rights (the “Placement Rights”) underlying None of the Placement Units, and the Ordinary Private Shares issuable upon conversion of the Placement Rights are hereinafter referred to collectively as or Private Warrants (collectively, the “Placement Securities.” No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the Placement Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities ”) may be sold, assigned or transferred by the Sponsor Sponsor, the Underwriters or its their permitted transferees until the thirty (30) days after consummation of the Company’s initial a Business Combination. The Public SecuritiesUnderwriters acknowledge and agree that the Placement Securities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement (as defined in Section 2.21.3) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of one hundred and eighty (180) days beginning on the date of commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e). Accordingly, the Placement SecuritiesSecurities acquired by the Underwriters pursuant to the Underwriters Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the Representative Shares subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for one hundred and eighty (as define 180) days beginning on the date of commencement of sales of the Offering, except to any FINRA member participating in Section 1.5) the Offering and the Founder Shares are hereinafter referred officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to collectively as the “Securitieslock-up restriction for the remainder of the time period.”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 725,000 private placement units of (600,000 units to be purchased by the CompanySponsor and 125,000 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 13,348 37,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Class A Ordinary Shares nor underlying warrants (the “Private Placement SharesWarrants”) and ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the Rights (over-allotment option is exercised by the “Placement Rights”) underlying the Placement UnitsUnderwriters in full), and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Class A Ordinary Shares and the underlying Private Placement Securities, Warrants will be subject to the Representative Shares lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”

Unit Private Placement. Simultaneously with the Closing Date, the Sponsor (and/or its designees) and the Underwriters will purchase from the Company pursuant to a Sponsor Unit the Purchase Agreement Agreements (as defined in Section 2.21.2 below) an aggregate of 227,500 hereof), 725,000 private placement units of (600,000 units to be purchased by the CompanySponsor and 125,000 units to be purchased by the Underwriters), which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”) at a purchase price of $10.00 per unit (the “Private Placement Unit Units”) in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, Agreement up to an additional 13,348 40,500 Private Placement Units at a purchase price of $10.00 per Private Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the ActAct (the “Option Private Placement Units”). The purchase price for the Private Placement Units to be paid by the Sponsor has been delivered and Option Private Placement Units, if any, are substantially identical to the Trustee or counsel Units, subject to certain exceptions. The private placement of the Company or the Representative 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 Private Placement Units and the Option Closing DatePrivate Placement Units, if any, is referred to herein as the case may be. The “Unit Private Placement.” None of the Private Placement Units, the underlying Class A Ordinary Shares nor underlying warrants (the “Private Placement SharesWarrants”) and ), totaling 600,000 Private Placement Warrants (or 637,500 Private Placement Warrants if the Rights (over-allotment option is exercised by the “Placement Rights”) underlying the Placement UnitsUnderwriters in full), and the Ordinary Shares issuable upon conversion of the Placement Rights 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 Securities sold in the Unit Private Placement. The Placement Units are identical to the Firm Units except that none of the Placement Securities may be sold, assigned or transferred by the Sponsor or its their permitted transferees until the 30 days after consummation of the Company’s initial a Business Combination. The Public SecuritiesCertain proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, shall be deposited into the Trust Account. In addition, for as long as any Private Placement Units, Option Private Placement Units, underlying Class A Ordinary Shares and underlying Private Placement Warrants are held by the Underwriters or their designees or affiliates, such Private Placement Units, Option Private Placement Units, the underlying Class A Ordinary Shares and the underlying Private Placement Securities, Warrants will be subject to the Representative Shares lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the Registration Statement (as define in Section 1.5) and the Founder Shares are hereinafter referred to collectively as the “Securitiesdefined herein).”