Common use of Use of Funds in Trust Account Clause in Contracts

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay franchise and income taxes as well as expenses relating to the administration of the Trust Account, if any, and (ii) to pay Public Stockholders who properly redeem their Public Shares (as defined below) in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Offering or (y) with respect to any other provision relating to Public Stockholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay franchise and income taxes as well as expenses relating to the administration of the Trust Accounttaxes, if any, and (ii) to pay Public Stockholders who properly redeem their Public Shares (as defined below) in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 18 months from the closing of the Offering (assuming the Sponsor does not exercise its option to extend the period of time the Company will have to consummate an initial Business Combination by up to 6 months) or (y) with respect to any other provision relating to Public Stockholdersstockholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds amounts held in the Trust Account and not previously released to the Company to pay its franchise and income (net of taxes as well as expenses relating to the administration of the Trust Account payable thereon in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay franchise and income taxes as well as expenses relating to the administration of the Trust Accounttaxes, if any, and (ii) to pay Public Stockholders Shareholders who properly redeem their Public Shares (as defined below) in connection with a stockholder shareholder vote to approve an amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has does not consummated consummate an initial Business Combination within 24 15 months (or up to within 21 months if the Company extends the period of time to consummate our initial business combination in accordance with the terms described in the Pricing Disclosure Package and the Prospectus) from the closing of the Offering or (y) with respect to any other provision relating to Public Stockholdersshareholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds amounts held in the Trust Account and not previously released to the Company to pay its franchise and income (net of taxes as well as expenses relating to the administration of the Trust Account payable thereon in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account, if any, and (ii) the amounts necessary to pay Public Stockholders who properly redeem their Public Shares (as defined below) in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Offering or (y) with respect to any other provision relating to Public Stockholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account, if any, and (ii) the amounts necessary to pay Public Stockholders who properly redeem their Public Shares (as defined below) in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 fifteen months from the closing of the Offering or (y) with respect to any other provision relating to Public Stockholders’ rights or certain pre-initial Business Combination activityactivities. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay franchise and income taxes as well as expenses relating to the administration of the Trust AccountCompany’s tax obligations, if any, and (ii) to pay public shareholders (the “Public Stockholders Shareholders”) who properly redeem their Public Shares (as defined belowin section 4(gg) herein) in connection with a stockholder Shareholder vote to approve an amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association (x) to modify the substance or timing of the Company’s obligation to allow redemption redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 9 months from the closing of Closing Date (subject to extension for two additional three-month periods, as described in the Offering Prospectus) or (y) with respect to any other provision relating to Public Stockholdersshareholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds amounts held in the Trust Account and not previously released to the Company to pay its franchise and income (net of taxes as well as expenses relating to the administration of the Trust Account payable thereon in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution. In the event an excise tax and/or any other similar fee or tax in nature is levied or imposed on the Company pursuant to any current, pending or future rule(s) or law(s), including without limitation any excise tax due under the Inflation Reduction Act (IRA) of 2022 in relation to a redemption of securities as described in the Registration Statement or otherwise, the Company and the Sponsor hereby agree to promptly pay each such tax or fee (but in any event, each such payment shall be made on or prior to the due date applicable for the payment of such tax and/or fee). In the event the Company is unable to pay such a tax or fee, the Company agrees to promptly notify and cause the Sponsor to either pay such tax or fee on behalf of the Company or advance funds to the Company to assure payment of the tax or fee by the Company on or before the applicable due date. The Company and the Sponsor further agree not to make payment of any such tax or fee from the Trust Account and further agree not to seek recourse for such tax or fee from the Trust Account.

Use of Funds in Trust Account. During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the Trustee to release from the Trust Account, (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay franchise and income taxes as well as expenses relating to the administration of the Trust Account, if any, and (ii) to pay Public Stockholders Shareholders who properly redeem their Public Shares (as defined below) in connection with a stockholder shareholder vote to approve an amendment to the Company’s Amended and Restated Certificate Memorandum and Articles of Incorporation Association (x) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the Offering or (y) with respect to any other provision relating to Public StockholdersShareholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination and the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.