6,000,000 Units DT Cloud Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 23rd, 2024 Company Industry Jurisdiction
16,000,000 Class A Ordinary Shares Helix Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2024 • Helix Acquisition Corp. II • Blank checks • New York
Contract Type FiledFebruary 14th, 2024 Company Industry JurisdictionHelix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell to Leerink Partners LLC (the “Underwriter”), 16,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 2,400,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
15,000,000 Class A Ordinary Shares Helix Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2024 • Helix Acquisition Corp. II • Blank checks • New York
Contract Type FiledFebruary 2nd, 2024 Company Industry JurisdictionHelix Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes to sell to Leerink Partners LLC (the “Underwriter”), 15,000,000 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of the Company (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 2,250,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
6,000,000 Units DT Cloud Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • January 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
Contract Type FiledJanuary 23rd, 2024 Company Industry Jurisdiction
6,000,000 Units DT Cloud Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2023 • DT Cloud Acquisition Corp • Blank checks • New York
Contract Type FiledDecember 19th, 2023 Company Industry Jurisdiction
30,000,000 Units Agriculture & Natural Solutions Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2023 • Agriculture & Natural Solutions Acquisition Corp • Blank checks • New York
Contract Type FiledNovember 14th, 2023 Company Industry JurisdictionAgriculture & Natural Solutions Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain ca
30,000,000 Units Agriculture & Natural Solutions Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2023 • Agriculture & Natural Solutions Acquisition Corp • Blank checks • New York
Contract Type FiledNovember 2nd, 2023 Company Industry JurisdictionAgriculture & Natural Solutions Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain ca
30,000,000 Units Nabors Energy Transition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • June 21st, 2023 • Nabors Energy Transition Corp. II • Blank checks • New York
Contract Type FiledJune 21st, 2023 Company Industry Jurisdiction
FOUR LEAF ACQUISTION CORPORATION 5,200,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2023 • Four Leaf Acquisition Corp • Blank checks
Contract Type FiledMarch 21st, 2023 Company IndustryFour Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 5,200,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 780,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
SilverBox Corp III 12,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2023 • SilverBox Corp III • Blank checks • New York
Contract Type FiledMarch 2nd, 2023 Company Industry JurisdictionSilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 12,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,800,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
SilverBox Corp III 10,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2023 • SilverBox Corp III • Blank checks • New York
Contract Type FiledFebruary 21st, 2023 Company Industry JurisdictionSilverBox Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Credit Suisse Securities (USA) LLC is acting as Representative (the “Representative”), an aggregate of 10,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
FOUR LEAF ACQUISTION CORPORATION 6,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
Contract Type FiledOctober 13th, 2022 Company Industry JurisdictionFour Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 6,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 975,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2022 • DT Cloud Acquisition Corp • Blank checks • New York
Contract Type FiledOctober 6th, 2022 Company Industry Jurisdiction
FOUR LEAF ACQUISTION CORPORATION 6,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • September 13th, 2022 • Four Leaf Acquisition Corp • Blank checks • New York
Contract Type FiledSeptember 13th, 2022 Company Industry JurisdictionFour Leaf Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 6,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 975,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
ONS Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2022 • ONS Acquisition Corp. • Blank checks • New York
Contract Type FiledJuly 25th, 2022 Company Industry JurisdictionONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
20,000,000 Units1 SK Growth Opportunities Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
Contract Type FiledJune 29th, 2022 Company Industry JurisdictionThis press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2022 • Acri Capital Acquisition Corp • Blank checks • New York
Contract Type FiledJune 14th, 2022 Company Industry JurisdictionAcri Capital Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
20,000,000 Units1 SK Growth Opportunities Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2022 • SK Growth Opportunities Corp • Blank checks • New York
Contract Type FiledJune 7th, 2022 Company Industry JurisdictionThis press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
20,000,000 Units Tiga Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2022 • Tiga Acquisition Corp. II • Blank checks • Delaware
Contract Type FiledMay 19th, 2022 Company Industry Jurisdiction
Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2022 • Acri Capital Acquisition Corp • Blank checks • New York
Contract Type FiledMay 18th, 2022 Company Industry JurisdictionAcri Capital Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
INVESTCORP INDIA ACQUISITION CORP 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
Contract Type FiledMay 12th, 2022 Company Industry JurisdictionInvestcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 22,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
10,000,000 Units Chenghe Acquisition Co. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
Contract Type FiledMay 2nd, 2022 Company Industry Jurisdiction
10,000,000 Units Chenghe Acquisition Co. UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2022 • Chenghe Acquisition Co. • Blank checks • New York
Contract Type FiledApril 21st, 2022 Company Industry Jurisdiction
Acri Capital Acquisition Corporation 7,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2022 • Acri Capital Acquisition Corp • Blank checks • New York
Contract Type FiledApril 8th, 2022 Company Industry JurisdictionAcri Capital Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” together with the Firm Units, the “Units”).
10,000,000 Units Chenghe Acquisition Co. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2022 • Chenghe Acquisition Co. • Blank checks • New York
Contract Type FiledApril 1st, 2022 Company Industry Jurisdiction
Twelve Seas Investment Company IV TMT 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2022 • Twelve Seas Investment Co IV TMT • Blank checks • New York
Contract Type FiledMarch 25th, 2022 Company Industry JurisdictionTwelve Seas Investment Company IV TMT, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for which you are acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Firm Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Underwritten Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreemen
INVESTCORP INDIA ACQUISITION CORP 22,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • March 24th, 2022 • Investcorp India Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 24th, 2022 Company Industry JurisdictionInvestcorp India Acquisition Corp, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 22,500,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
35,000,000 Shares Vector Acquisition Corporation IV UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2022 • Vector Acquisition Corp IV • Blank checks • New York
Contract Type FiledMarch 17th, 2022 Company Industry JurisdictionVector Acquisition Corporation IV, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 35,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than yo
20,000,000 Units Valuence Merger Corp. I UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2022 • Valuence Merger Corp. I • Blank checks • New York
Contract Type FiledMarch 8th, 2022 Company Industry JurisdictionValuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
21,500,000 Units1 Roman DBDR Tech Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2022 • Roman DBDR Tech Acquisition Corp. II • Blank checks • New York
Contract Type FiledMarch 2nd, 2022 Company Industry Jurisdiction
Clean Earth Acquisitions Corp. 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2022 • Clean Earth Acquisitions Corp. • Blank checks • New York
Contract Type FiledFebruary 28th, 2022 Company Industry JurisdictionClean Earth Acquisitions Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
Alset Capital Acquisition Corp. 7,500,000 Units Underwriting AgreementUnderwriting Agreement • February 8th, 2022 • Alset Capital Acquisition Corp. • Blank checks • New York
Contract Type FiledFebruary 8th, 2022 Company Industry JurisdictionAlset Capital Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 7,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,125,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
22,500,000 Units Oaktree Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2022 • Oaktree Acquisition Corp. III • Blank checks • New York
Contract Type FiledFebruary 7th, 2022 Company Industry JurisdictionOaktree Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used h
ONS Acquisition Corp. 15,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • ONS Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 28th, 2022 Company Industry JurisdictionONS Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom Ladenburg Thalmann & Co. Inc. is acting as Representative (the “Representative”), an aggregate of 15,000,000 units of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this agreement (this “Agreement”) and not otherwise defined are defin
20,000,000 UNITS ANDRETTI ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2022 • Andretti Acquisition Corp. • Blank checks • New York
Contract Type FiledJanuary 19th, 2022 Company Industry JurisdictionAndretti Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities” and, together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Sect