Common use of Adjustments in Warrant Price Clause in Contracts

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 ten (10) trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading 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 consolidations, 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the completion consummation of the Company’s its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 per shareshare (as adjusted for stock splits, stock 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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, (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the issuance)(the “Newly Issued New Issuance Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the completion consummation of the Company’s its initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination its 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), 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described price referred to in Section 6.2 6.1 and Section 6.1, respectively6.2 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 referred to in Section 6.2, shall 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 Company’s initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such the Company’s initial shareholders or their respective affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 consolidations, 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 . If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, last sales price of the Common Stock that triggers the Company’s right to redeem the Public Warrants shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 115% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.5 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 Company’s initial shareholders (as defined in stockholders, their affiliates or the Prospectus) or their affiliatesAnchor Investors, without taking into account any Class B Ordinary Shares (as defined below) founder shares or warrants held by such shareholders holder or their affiliates, as applicable, or the Anchor Investors prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 115% of the greater of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.5 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares shares of common stock initially purchased by the initial shareholders in a private placement prior to the Offering (as defined belowthe “Founder Shares”) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the completion consummation of the Company’s its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 per shareshare (as adjusted for stock splits, stock 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 greater of the Market Value and the Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices Redemption Trigger Price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 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 Warrant Price. 4.3.1 4.4.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (xi) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), 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 initial stockholders (as defined in the ProspectusRegistration Statement) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued New Issuance Price, and the $10.00 and $18.00 per share redemption trigger prices described Redemption Trigger Price (as defined in Section 6.2 and Section 6.1, respectively, ) shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial 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 Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board and, of Directors of the Company (and in the case of any such issuance to the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) 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 business combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 per shareshare (as adjusted for stock splits, stock 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices Redemption Trigger Price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares or equity-linked securities for capital raising purposes in connection with the closing of the our initial Business Combination business combination at an issue price or effective issue price of less than $9.20 9.50 per Ordinary Share share (as adjusted for splits, 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 andour board of directors, and in the case of any such issuance to the our sponsor, initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders or their affiliates, as applicable, them prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of our initial Business Combination on the date of the completion of the Company’s initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares our ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination we consummate our 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 of (i) the Market Value and (ii) the Newly Issued Price, and the $10.00 and $18.00 16.50 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, shall below under “Redemption” will be adjusted (to the nearest cent) to be equal to 100165% and 180%, respectively, of the higher of (i) the Market Value and (ii) the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceedsproceeds (net of redemptions), and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions)Combination, and (z) the volume weighted average trading price of the Ordinary Shares 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 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in under Section 6.1 and Section 6.2 and Section 6.1, respectively, shall will be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 4.4.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 4.4.2 If (xi) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (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, initial shareholders stockholders (as defined in the ProspectusRegistration Statement) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued New Issuance Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . If, (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of 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 Ordinary Share (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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as of the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Fair Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . If, (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of 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 Ordinary Share (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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price Fair Market Value as of the 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, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, Price and (ii) the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 hereof shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Fair Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Units) at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering and the sale of the Forward Purchase Units), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If . If, (xa) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, the Company issues additional Ordinary Shares or securities of the Company or any of the Company’s subsidiaries which are convertible into, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of 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 Ordinary Share (Shares, 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the 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, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and (ii) the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 hereof shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities (other than the Forward Purchase Shares) for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 4.3.1. Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the 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 Ordinary Share (Shares, 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the completion consummation of the Company’s its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (xa) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (yb) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Class A Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Class A Common Stock or equity-linked securities convertible into or exercisable or exchangeable for shares of Class A Common Stock for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (share of Class A 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares common stock of the Company, par value $0.0001 per share (as defined below) the “Class B common stock”), held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices (as described 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 Company’s initial shareholders (as defined in the Prospectus) or their respective affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such the Company’s initial shareholders or their respective affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 consolidations, 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, 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 stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) or Private Placement Units (or securities underlying such Private Placement Units held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates or Phoenix or its affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates or Phoenix or its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (including consideration of the market price) and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the 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, 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial 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 Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of Common Stock issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in Sponsor, the Prospectus) Company’s officers or directors or their affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock of the Company held by the Sponsor, the Company’s officers or directors or such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 consolidations, 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or equity-linked securities exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their any of its affiliates, without taking into account any shares of Class B Ordinary Shares ordinary shares of the Company, par value $0.0001 per share (as defined below) the “Founder Shares”), held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, 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) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any share of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares shares of Common Stock during the 20 trading day period starting on the trading day prior to after the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described price referred to in Section 6.2 6.1 and Section 6.1, respectively6.2, shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of the Newly Issued Price and the $10.00 per share redemption trigger price referred to 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates or the Anchor Investor or its affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates or the Anchor Investor or its affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described price referred to in Section 6.2 6.1 and Section 6.1, respectively6.2 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 referred to in Section 6.2, shall 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Section 4.1 or Section 4.2 abovehereof, 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 . If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Public Warrants shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If If: (xi) the Company issues additional Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), ) and (ziii) the volume weighted average trading price of the 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) or Private Placement Units (or securities underlying such Private Placement Units held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) of the Class A Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board andfaith, and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) the “Class B Common Stock”), issued prior to the Public Offering and held by such shareholders the initial stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) 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 completion consummation of the Company’s initial such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination Market Value (such price, the “Market Value”as defined below) is below $9.20 per share, then 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 the or (ii) Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of (i) the Market Value and or (ii) the Newly Issued Price. Solely for purposes of this Section 4.3.2, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of Common Stock issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to Figure Technologies, Inc. (“Figure Technologies”), the initial shareholders (as defined in the Prospectus) Sponsor or any of their respective affiliates, without taking into account any shares of Class B Ordinary Shares common stock of the Company, par value $0.0001 per share (as defined below) held by such shareholders or their affiliates, as applicablethe “Class B Common Stock”), prior to such issuance, and (ii) to the extent that such issuance is made to Figure Technologies or any of their respective affiliates, without taking into account the transfer of Class B Common Stock, shares of Class L common stock of the Company, par value $0.0001 (the “Class L 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 or Figure Technologies in connection with such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Section 4.1.1 or Section 4.2 abovehereof, 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares or equity-linked securities convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per 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 Vine Hill Capital Sponsor I LLC (the initial shareholders (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the 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, 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or equity-linked securities exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their any of its affiliates, without taking into account any shares of Class B Ordinary ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), or Novator Private Placement Shares (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of Founder Shares, Novator Private Placement Shares, Novator Private Placement Warrants 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 “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 Sections 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If If, (xi) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders Everest Consolidator Sponsor, LLC (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yii) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (ziii) the volume volume-weighted average trading price of the Ordinary Shares 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 initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then (x) 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 Newly Issued Price, and (y) the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Cash Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share of Common Stock (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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock initially purchased by the initial shareholders in a private placement prior to the Offering held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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), the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If . If, (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 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, or exchangeable or exercisable for, equity securities of the Company or such subsidiary, including any securities issued by the Company or any of the Company’s subsidiaries which are pledged to secure any obligation of 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 Ordinary Share (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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) shares of common stock of the Company issued prior to the Offering and held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 per share, (i) the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, Price and (ii) the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 hereof shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination consummation thereof (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 10 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 6050% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to HumanCo LLC (“HumanCo”), CAVU, the initial shareholders (as defined in the Prospectus) Sponsor or any of their respective affiliates, without taking into account any shares of Class B Ordinary common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”), or CAVU Shares (as defined below) held by HumanCo, CAVU, the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to HumanCo, CAVU or any of their respective affiliates, without taking into account the transfer of Class B Common Stock, CAVU 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, HumanCo or CAVU in connection with such issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination (not including any forward purchase shares) at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 SilverBox Sponsor III LLC (the initial shareholders (as defined in the Prospectus“Sponsor”) or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, par value $0.0001 per share, of the Company held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, New Issuance Price and the $10.00 Redemption Trigger Price (as defined below) shall be adjusted to equal to 115% of the higher of the Market Value and the New Issuance Price and the $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If If, (xi) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in the Prospectus) Everest Consolidator Sponsor, LLC or their its affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock, par value $0.0001 per share, of the Company held by Everest Consolidator Sponsor, LLC or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yii) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (ziii) the volume volume-weighted average trading price of the Ordinary Shares 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 initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Shares) at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering and the sale of the Forward Purchase Shares), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination Combination, at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial such Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 twenty (20) trading day period starting on the trading day prior to after the day on which the Company consummates the 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 of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 abovehereof, 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) ), Private Placement Units or Extension Loan Units (or securities underlying such Private Placement Units or Extension Loan Units held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Ordinary Shares that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) “Class B Common Stock”), of the Company held by such shareholders or their affiliates, as applicable, prior to such issuance the Sponsor (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Shares) at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering and the sale of the Forward Purchase Shares), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 4.4.1. Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) 4.4.2. If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board andfaith, and in the case of any such issuance to the Sponsor, the initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) the “Class B Common Stock”), issued prior to the Public Offering and held by such shareholders or their affiliates, as applicable, them prior to such issuance issuance) (the “Newly Issued Price”)), (yb) 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 completion consummation of the Company’s initial such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination Market Value (such price, the “Market Value”as defined below) 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, Redemption Trigger Price shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price, and the $10.00 Redemption Trigger Price shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Solely for purposes of this Section 4.4.2, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Class A Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 ten (10) trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. ​ 4.3.1 Whenever the number of Ordinary Shares 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per share Ordinary Share Shares (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like), 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 initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares during the 20 trading 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 consolidations, 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued New Issuance Price.. ​

Adjustments in Warrant Price. 4.3.1 Whenever the number of 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 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 Ordinary Shares so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares (except issuances of Ordinary Shares upon conversion of Founder Shares) or equity-linked securities exchange Founder Shares convertible into or exercisable or exchangeable for Ordinary Shares for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, (i) in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their any of its affiliates, without taking into account any shares of Class B Ordinary ordinary shares of the Company, par value $0.0001 per share (the "Founder Shares"), or Novator Private Placement Shares (as defined below) held by the Sponsor or such shareholders or their affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to the Sponsor or any of its respective affiliates, without taking into account the transfer of Founder Shares, Novator Private Placement Shares, Novator Private Placement Warrants 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 “"Newly Issued Price”)"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of an initial Business Combination on the date of the completion consummation of the Company’s such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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), then 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 4.3.1. Whenever the number of Ordinary Class A 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 Ordinary Class A Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Class A Shares so purchasable immediately thereafter. 4.3.2 4.3.2. If (x) the Company issues additional Ordinary Class A Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of the Forward Purchase Units) at an issue price or effective issue price of less than $9.20 per Ordinary Class A 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 initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Shares (as defined below) held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceedsproceeds (including from such issuances, the Offering and the sale of the Forward Purchase Units), and interest thereon, available for funding the initial Business Combination on the date of the completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices price described in Section 6.2 6.1 and Section 6.1, respectively, 6.2 below shall be adjusted (to the nearest cent) to be equal to 100180% of the higher of the Market Value and 180%, respectively, of 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders (as defined in the Prospectus) Initial Stockholders or their affiliates, without taking into account any shares of Class B Ordinary Shares (as defined below) common stock held by the Initial Stockholders or such shareholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) 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 completion consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 of Class A common stock, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in last sales price of the Common Stock that triggers the Company’s right to redeem the Warrants pursuant to Section 6.2 and Section 6.1, respectively, 6.1 below shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any Class B Ordinary Founder Shares (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding the of its initial Business Combination business combination on the date of the completion consummation of the Company’s its initial Business Combination business combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 per shareshare (as adjusted for stock splits, stock 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 Newly Issued Price, Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

Adjustments in Warrant Price. 4.3.1 4.4.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (x) 4.4.2 If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share share (with such issue price or effective issue price to be as determined by the Company’s Board of Directors, in good faith by the Board andfaith, and in the case of any such issuance to the Sponsor, the initial shareholders (as defined in the Prospectus) stockholders or their affiliates, without taking into account any shares of the Company’s Class B Ordinary Shares common stock, par value $0.0001 per share (as defined below) the “Class B Common Stock”), issued prior to the Public Offering and held by such shareholders the initial stockholders or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued Price”)), (yb) 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 completion consummation of the Company’s initial such Business Combination (net of redemptions), and (zc) the volume weighted average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination Market Value (such price, the “Market Value”as defined below) is below $9.20 per share, then the Warrant Price shall will be adjusted (to the nearest cent) to be equal to 115% of the higher greater of (i) the Market Value and the or (ii) Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of (i) the Market Value and or (ii) the Newly Issued Price. Solely for purposes of this Section 4.4.2, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

Adjustments in Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 abovehereof, 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 . If (x) the Company issues additional Ordinary Shares shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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 initial shareholders stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of Class B Ordinary Shares Common Stock (as defined below) held by such shareholders stockholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, shall 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 Warrant Price. 4.3.1 Whenever the number of Ordinary Shares 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 Ordinary Shares 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 Ordinary Shares shares of Common Stock so purchasable immediately thereafter. 4.3.2 If (xi) the Company issues additional Ordinary Shares 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 the its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share 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, (and in the case of any such issuance to the initial shareholders (as defined in the Prospectus) Sponsor or their its affiliates, without taking into account any Class B Ordinary Shares (as defined below) founder shares held by such shareholders holder or their affiliates, as applicable, prior to such issuance issuance) (the “Newly Issued New Issuance Price”)), (yii) 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 completion of the Company’s initial Business Combination consummation thereof (net of redemptions), ) and (ziii) the volume weighted average trading price of the Ordinary Shares 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 Newly Issued Price, New Issuance Price and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, Redemption Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 100180% and 180%, respectively, of the higher greater of the Market Value and the Newly Issued Price.