Common use of Adjustments in Exercise Price Clause in Contracts

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 ‎4.1.1 or Section 4.2 ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor Sponsor, the initial shareholders (as defined in the Prospectus) or its their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder the Sponsor, the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof completion of a the initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of greater of: (i) the Market Value and (ii) the New Issuance Price Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined belowin Section 6.1) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Common Stock issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the Redemption Trigger Price (as defined below) Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor Sponsor, the Company’s initial stockholders or its their affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the $18.00 Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter, provided that no adjustment shall be made to the Warrant Price if this would result in the Warrant Price falling below the par value of the Ordinary Shares. In such cases, the Warrant Price would be equal to the par value of the Ordinary Shares. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its the initial Business Combination business combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) business combination, and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination business combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value Value, and the New Issuance Price and $18.00 per share redemption triggers the Redemption Trigger Price (as defined below) Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . If, (ix) in connection with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company which are convertible into into, or exchangeable or exercisable or exchangeable for shares for, equity securities of Common Stock for capital raising purposes in connection with the closing Company, including any securities issued by the Company which are pledged to secure any obligation of its initial Business Combination any holder to purchase equity securities of the Company, at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iiiy) the volume volume-weighted average trading price of the shares of Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price $10.00 and $18.00 per share redemption trigger prices (as defined belowdescribed in Section 6.2 and Section 6.1, respectively) shall will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ia) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor Founders or its their affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, them prior to such issuance) (the “New Issuance Price”), (iib) the aggregate gross proceeds from such issuances represent more than 6065% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) ), and (iiic) the volume weighted average trading price of the Common Stock during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher greater of (i) the Market Value and or (ii) the New Issuance Price and price at which the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% Company issues the additional shares of the higher of the Market Value and the Newly Issued PriceCommon Stock or equity-linked securities.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted for share of Common Stocksplits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180165% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock(as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor Sponsor, the initial stockholders or its their affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter, provided that no adjustment shall be made to the Warrant Price if this would result in the Warrant Price falling below the par value of the Ordinary Shares. In such cases, the Warrant Price would be equal to the par value of the Ordinary Shares. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its the initial Business Combination business combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) business combination, and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination business combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value Value, and the New Issuance Price and $18.00 per share redemption triggers the Redemption Trigger Price (as defined below) Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock or debt or equity securities that are convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in a financing transaction in connection with the closing of its initial Business Combination Combination, including, but not limited to, a private placement of such equity or debt, at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and inclusive of interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Exercise Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, adjustment and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor initial stockholders (as defined in the Registration Statement) or its their respective affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by such holder the initial stockholders or their affiliates, as applicable, prior to such issuance) (such price, the “New Issuance Price”), ) (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 ten-trading day period starting on the trading day prior to after the day on which the Company consummates closing of the initial Business Combination (such price, the “Market Value”) ), is below $9.20 per shareshare of Common Stock, then the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of (x) the Market Value and (y) the New Issuance Price Price, and (1) the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price described in Section 6.1 hereof will be adjusted (to the nearest cent) to be equal to 180% of the higher of (x) the Market Value and (y) the Newly Issued New Issuance Price and (2) the $10.00 per share redemption trigger price described in Section 6.2 hereof will be adjusted (to the nearest cent) to be equal to the higher of (x) the Market Value and (y) the New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Common Stock issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price $18.00 per share redemption trigger price (as defined belowdescribed in Section 6) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price the Warrant Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (ix) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”Board), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value and Value. For the New Issuance Price and avoidance of doubt, if the Redemption Trigger adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as defined belowadjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Pricemade.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable issuable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share (as adjusted to appropriately reflect any of Common Stock, the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Class B Ordinary Shares (as defined in the Prospectus) held by such holder initial shareholders or their affiliates, as applicable, prior to such issuance) issuance (the “New Issuance Newly Issued Price”)), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the Company’s initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) last sales price of Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock(as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor Sponsor, the initial stockholders or its their affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iiiz) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares held by such holder stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination business combination on the date of the consummation thereof of its initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination business combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to equal the nearest cent) to 180% of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares held by such holder stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price $18.00 per share redemption trigger price (as defined belowdescribed in Section 6) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price the Warrant Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iiiy) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share (as adjusted to appropriately reflect any of Common Stock, the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Class B Ordinary Shares (as defined in the Prospectus) held by such holder initial shareholders or their affiliates, as applicable, prior to such issuance) issuance (the “New Issuance Newly Issued Price”)), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the Company’s initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its an initial Business Combination Partnering Transaction at an issue price or effective issue price of less than $9.20 23.00 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class F common stock of the Company, par value $0.0001 per share (the “Class F Common Stock”) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of shares of Class B common stock of the Company, par value $0.0001 per share, Class F Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination Partnering Transaction on the date of the consummation thereof of such initial Partnering Transaction (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination Partnering Transaction (such price, the “Market Value”) is below $9.20 23.00 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115110% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $45.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Common Stock issued held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 ‎4.1.1 or Section 4.2 ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iiiy) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of shares of Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Initial Business Combination on the date of the consummation thereof of the Initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Exercise Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and Newly Issued Price, the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 hereof will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price under Section 6.2 hereof will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter, provided that no adjustment shall be made to the Warrant Price if this would result in the Warrant Price falling below the par value of the Ordinary Shares. In such cases, the Warrant Price would be equal to the par value of the Ordinary Shares. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its the initial Business Combination business combination at an issue price or effective issue price of less than $9.20 9.35 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) business combination, and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination business combination (such price, the “Market Value”) is below $9.20 9.35 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the $16.50 per share redemption triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined belowdescribed in Section 6.1) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 11.50 per share of Common StockStock (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the shares of Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 11.50 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180165% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 4.01(a) or Section 4.2 4.02 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ib) If, (x) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and Board, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Common Stock issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) last sales price of the Common Stock that triggers the Company’s right to redeem the Warrant pursuant to Section 6.01 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its an initial Business Combination Partnering Transaction at an issue price or effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder Class F ordinary shares of the Company, par value $0.0001 per share (the “Class F Ordinary Shares”) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of Class B ordinary shares of the Company, par value $0.0001 per share, Class F Ordinary Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination Partnering Transaction on the date of the consummation thereof of such initial Partnering Transaction (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination Partnering Transaction (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115110% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180165% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share (as adjusted to appropriately reflect any of Common Stock, the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Class B Ordinary Shares (as defined in the Prospectus) held by such holder initial shareholders or their affiliates, as applicable, prior to such issuance) issuance (the “New Issuance Newly Issued Price”)), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the Company’s initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stockshare, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of a share of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Market Value and Common Stock that triggers the New Issuance Price and Company’s right to redeem the Redemption Trigger Price (as defined below) Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (as adjusted for share of Common Stocksubdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (Board, issued prior to Offering and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder the initial shareholders or their affiliates, as applicable, held prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share subdivisions, share dividends, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall $16.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) ), and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 20-trading day period starting on the trading day prior to after the day on which the Company consummates closing of the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to equal the nearest cent) to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable issuable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares, other than for the Forward Purchase Warrants and the Class A ordinary shares of Common Stock to be issued pursuant to the Forward Purchase Agreement, for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Founder Shares (as defined below) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) issuance (the “New Issuance Newly Issued Price”)), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareOrdinary Share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described under Section 6.1 and the Redemption Trigger Price (as defined below) shall Section 6.2 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described under Section 6.2 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above4.2above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Class A Common Stock so purchasable immediately thereafter. 4.3.2 If . If, in connection with the closing of the Initial Business Combination, (ix) the Company issues additional shares of Class A Common Stock or securities of the Company which are convertible into into, or exchangeable or exercisable or exchangeable for shares for, equity securities of Common Stock the Company for capital raising purposes in connection with the closing of its initial the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class A Common Stock of the Company issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent issuance represents more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Company’s Initial Business Combination on the date of the consummation thereof of its Initial Business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Class A Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates SPAC Parties consummate the initial Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor Sponsor, byNordic Holdings or its their affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares affiliates of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of shares of Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any such founder shares held by such holder shareholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and the interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume volume-weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the Redemption Trigger Price (as defined below) Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall adjusted to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Ordinary Shares issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the Redemption Trigger Price (as defined below) Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 ‎4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Class A Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Class A Ordinary Shares so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional shares of Common Stock Class A Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor Sponsor, the initial shareholders (as defined in the Prospectus) or its their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder the Sponsor, the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof completion of a the initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Company’s Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of greater of: (i) the Market Value and (ii) the New Issuance Price Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined belowin Section 6.1) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder Class B ordinary shares of the Company held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume volume-weighted average trading price of the Common Stock Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for share splits, share dividends, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 (b) If (ix) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B ordinary shares”) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Oaktree Capital Management, L.P., and its affiliates, without taking into account the transfer of the Class B ordinary shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 ‎4.1.1 or Section 4.2 ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), ) and (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iiiz) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading reported last sale price of the Common Stock during for the 20 10 trading day period starting days ending on the third trading day prior to the day date on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price. For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock, par value $0.0001 per share, of the Company held by the Sponsor, certain executive officers of the Company, or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume volume-weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B common stock, par value $0.000001 per share (“Class B Common Stock”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share (as adjusted to appropriately reflect any of Common Stock, the events referred to in other subsections of this Section 4) (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Class B Ordinary Shares (as defined in the Prospectus) held by such holder initial shareholders or their affiliates, as applicable, prior to such issuance) issuance (the “New Issuance Newly Issued Price”)), (iiy) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of our initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) last sales price of Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), ) and (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iiiz) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 11.50 per Ordinary Share (as adjusted for share of Common Stocksplits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 11.50 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180165% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the Redemption Trigger Price (as defined below) Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B common stock, par value $0.0001 per share (“Class B Common Stock”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . If, (ix) in connection with the closing of the initial Business Combination, the Company issues additional shares of Common Stock or securities of the Company or any of the Company’s subsidiaries which are convertible into into, or exchangeable or exercisable for, equity securities of the Company or exchangeable for shares such subsidiary, including any securities issued by the Company or any of Common Stock for capital raising purposes in connection with the closing Company’s subsidiaries which are pledged to secure any obligation of its initial Business Combination any holder to purchase equity securities of the Company or any of the Company’s subsidiaries, at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) ), and (iiiz) the volume weighted average trading price 10-Day VWAP as of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares held by such holder stockholders or their affiliates, as applicable, prior to such issuance) (the issuance)(the “New Issuance Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination business combination on the date of the consummation thereof of its initial business combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination business combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to equal the nearest cent) to 180165% of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Class A common stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Class A common stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Class A common stock so purchasable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock Class A common stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account (A) the transfer of shares of Class B Common Stock or Sponsor Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance or (B) any Forward Purchase Private Placement Warrants) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price under Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Common Stock issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof of such initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and the Redemption Trigger Price (as defined below) Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted to appropriately reflect any of the events referred to in the other subsections of this Section 4), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted to appropriately reflect any of the events referred to in the other subsections of this Section 4),, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) ), and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 10-trading day period starting on the trading day prior to after the day on which the Company consummates closing of the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (xi) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yii) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock, par value $0.0001 per share, of the Company held by the Sponsor, certain executive officers of the Company, or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume volume-weighted average trading price of the Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 20-trading day period starting on the trading day prior to after the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to equal the nearest cent) to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) of Common StockOrdinary Shares, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial shareholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Founder Shares (as defined below) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination business combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for share sub-divisions, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 ‎4.1.1 or Section 4.2 ‎4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iiiy) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per Ordinary Share (as adjusted for share of Common Stocksplits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 9.50 per shareshare (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Newly Issued Price and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180165% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Founder Shares (as defined below) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination business combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (ia) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor Founders or its their affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, them prior to such issuance) (the “New Issuance Price”), (iib) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) ), and (iiic) the volume weighted average trading price of the Common Stock during the 20 trading trading-day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price shall exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher greater of (i) the Market Value and or (ii) the New Issuance Price and price at which the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% Company issues the additional shares of the higher of the Market Value and the Newly Issued PriceCommon Stock or equity-linked securities.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (ix) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, Stock (with such issue price or effective issue price to be determined in good faith by the Board (and Board, in the case of any such issuance to the Sponsor Company’s pre-Public Offering stockholders or its their affiliates, without taking into account any founder shares held by such holder the Company’s pre-Public Offering stockholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination business combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the $16.50 per share redemption trigger price described in Section 6.1 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iiiy) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (ix) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board (Board, and in the case of any such issuance to the Sponsor Sponsor, the initial shareholders (as defined in the Prospectus) or its their respective affiliates, without taking into account any founder shares (as defined in the Prospectus) held by such holder the Sponsor, the initial shareholders or their respective affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof completion of a the initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of greater of: (i) the Market Value and (ii) the New Issuance Price Newly Issued Price, and the $18.00 per share Redemption Trigger Price (as defined belowin Section 6.1) shall will be adjusted (to the nearest cent) to be equal to 180% of the higher of greater of: (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price Price, immediately prior to such adjustment adjustment, by a fraction fraction, (xa) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (yb) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.

Adjustments in Exercise Price. 4.3.1 Whenever the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . In addition, if (iX) the Company issues additional Class A ordinary shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board Board, and (and i) in the case of any such issuance to the Sponsor Initial Shareholders (as defined in the Prospectus) or its affiliatestheir Permitted Transferees, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”) and (ii) without taking into account the transfer of founder shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance), (iiY) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the an initial Business Combination on the date of the consummation thereof completion of such initial Business Combination (net of redemptions) ), and (iiiZ) the volume weighted average trading price of the Common Stock Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, adjustment and (y) the denominator of which shall be the number of shares of Common Stock so Ordinary Shares purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock Ordinary Shares or debt or equity securities convertible into or that are convertible, exercisable or exchangeable for shares of Common Stock Ordinary Shares, in each case for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuanceBoard) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof completion of the Company’s initial Business Combination (net of redemptions) ), and (iiiz) the volume volume-weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) shall $18.00 per share redemption trigger price described in Section 6.1 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Business Combination excluding any issuance of securities under the Forward Purchase Agreement, at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of the Common Stock during the 20 10 trading day period starting on the trading day prior to after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Market Value and Common Stock that triggers the New Issuance Price and Company’s right to redeem the Redemption Trigger Price (as defined below) Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued PriceValue.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Board, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the ““ Market ValueValue ”) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 240% of the Market Value and Value. Notwithstanding anything to the New Issuance contrary contained herein, the Warrant Price and of the Redemption Trigger Price (as defined below) Private Placement Warrants initially issued to Chardan or its designees shall not be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Priceas set forth in Section 4.3.2.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial shareholders or its their affiliates, without taking into account any founder insider shares held by such holder holders or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 4.01(a) or Section 4.2 4.02 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (ib) If, (x) the Company issues additional shares of Common Stock Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board (and Board, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), of the Company issued prior to the Offering and held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) and (iiiz) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price (as defined below) last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrant pursuant to Section 6.01 below shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Exercise Price shall be adjusted (to the nearest cent) by multiplying such Warrant Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable issuable immediately thereafter. 4.3.2 If (ix) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, (with such issue price or effective issue price to be determined in good faith by the Board Company and, (and i) in the case of any such issuance to the Sponsor or its affiliates, affiliates without taking into account any founder shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance, and (ii) without taking into account the transfer of shares of Class B Common Stock or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Initial Business Combination on the date of the consummation thereof of the Initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Exercise Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, the $18.00 per share redemption trigger price under Section 6.1 and the Redemption Trigger Price (as defined below) shall Section 6.2 hereof will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price under Section 6.2 hereof will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 (a) Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 (b) If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its the initial Business Combination at an issue price or effective issue price of less than $9.20 8.50 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors (and in the case of any such issuance to the Sponsor initial shareholders or its their affiliates, without taking into account any founder shares Ordinary Shares issued prior to the Public Offering and held by such holder the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 8.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination (other than securities issued pursuant to the Forward Purchase Agreements) at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof of the initial Business Combination (net of redemptions) ), and (iii) the volume volume-weighted average trading price of the Common Stock during the 20 10-trading day period starting on the trading day prior to after the day on which the Company consummates closing of the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Price, and the Redemption Trigger Price (as defined below) shall $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted (to equal the nearest cent) to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock Ordinary Shares or securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockOrdinary Share, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares Class B ordinay share, par value $0.001 per share (“Class B Ordinary Shares”), of the Company held by such holder the Sponsor or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock Ordinary Shares during the 20 twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates the its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher greater of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 4.4.1 Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial the Business Combination at an issue price or effective issue price of less than $9.20 9.50 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Company’s Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”)Directors, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) Combination, and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the ““ Market Value”) is below $9.20 9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher Market Value, and the last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.1 below shall be adjusted (to the nearest cent) to be equal to 165% of the Market Value and Value. Notwithstanding anything to the New Issuance contrary contained herein, the Warrant Price and of the Redemption Trigger Price (as defined below) Private Warrants initially issued to the Joint Book-Running Managers or their designees shall not be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued Priceas set forth in this Section 4.4.2.

Adjustments in Exercise Price. 4.3.1 4.3.1. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (ix) the Company issues additional shares of Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common StockStock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor initial stockholders (as defined in the Prospectus) or its their affiliates, without taking into account any founder shares Founder Shares (as defined in the Prospectus) held by such holder the Sponsor or its affiliates, as applicable, prior to such issuance) (the “New Issuance Newly Issued Price”), (iiy) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the its initial Business Combination business combination on the date of the consummation thereof of its initial Business Combination (net of redemptions) ), and (iiiz) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the an initial Business Combination (such price, the “Market Value”) is below $9.20 per shareshare (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), then the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price Newly Issued Price, and the Redemption Trigger Price $10.00 and $18.00 per share redemption trigger prices (as defined belowdescribed in Section 6.2 and Section 6.1, respectively) shall will be adjusted (to the nearest cent) to be equal to 100% and 180% %, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Exercise Price. 4.3.1 Whenever the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable issuable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable issuable immediately thereafter. 4.3.2 If (i) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “"Market Value”") is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall be adjusted to equal to 180% of the higher of the Market Value and the Newly Issued New Issuance Price.