Common use of Consummate the Initial Business Combination Clause in Contracts

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Charter, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) that would modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within the time period required by the Company’s Charter or (B) with respect to any other provision relating to the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Public Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its an initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other material provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the shareholders who attend and vote at a duly held shareholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of less taxes payable and less up to $100,000 of such net interest income to pay dissolution expensesexpenses ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject subject, in each the case of clauses (ii) and (iii), to the Company’s our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders holders of the Ordinary Shares the right to have their Public Shares shares redeemed in connection with its the Company’s initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has does not consummated an complete their initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the rights of its Public Shareholdersholders of the Ordinary Shares, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by deadline set forth in the Company’s Charter Amended and Restated Memorandum and Articles of Association (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under law of the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock securities of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within the time period required by set forth in the Company’s Charter Amended and Restated Memorandum and Articles of Association or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested (and not withdrawn such request) such redemption. Only Public Shareholders Stockholders who properly and timely exercise their redemption rightsrights (and not withdrawn such request), in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares Class A Common Stock for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares Class A Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Shares and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares Class A Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (the “Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it it, he or she then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each holder of Public Shareholder Shares the right to have its its, his or her shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Shares and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business CombinationCombination (or as otherwise required by applicable law). If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units Class A Common Stock shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock securities of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Registration Statement, the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, PA-2 Co-Investment, the CH Founder Share Subscribers and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor Sponsor, PA-2 Co-Investment, the CH Founder Share Subscribers and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder Shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder Shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder Shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder Shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders Shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all The holders of the Founder Shares have agreed they will vote all Founder Shares and any Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder Shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder Shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders Shareholders at a duly held shareholders Shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder Shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 12 months (or 15 months, as applicable) from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders Shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders Shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor Sponsor, PA-2 Co-Investment, the CH Founder Share Subscribers and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the Shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock share exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of ordinary shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by eighteen months from the time period required by closing of the Company’s Charter Offering (or up to 24 months from the closing of the Offering, if extended as described in the Prospectus, or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under the laws of the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other ordinary shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its holders of Public Shareholders Shares the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering (or up to 24 months from the closing of the Offering, if extended as described in the Prospectus) or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterCertificate of Incorporation, may consummate the initial Initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Initial Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and executive officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Initial Business Combination. If the Company seeks shareholder approval of the initial Initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterCertificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock equity interests of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter)Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s executive officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering, or (B) with respect to any other provision relating to which adversely affects the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested (and not withdrawn such request) such redemption. Only Public Shareholders Stockholders who properly and timely exercise their redemption rightsrights (and not withdrawn such request), in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the Public Stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the shareholders who attend and vote at a duly held shareholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination within (1) 15 months from the closing of the Offering or (2) up to 18 months or 21 months from the closing of the Offering if the Sponsor has extended the period of time for the Company to consummate its initial Business Combination by depositing additional funds into the time period required by the Company’s Charter (or such later date as has been approved Trust Account pursuant to a valid amendment to the Company’s Charter)Amended and Restated Memorandum and Articles of Association and the Trust Agreement, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of less taxes payable and less up to $100,000 of such net interest income to pay dissolution expensesexpenses ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject subject, in each the case of clauses (ii) and (iii), to the Company’s our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders holders of the Ordinary Shares the right to have their Public Shares shares redeemed in connection with its the Company’s initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has does not consummated an complete their initial Business Combination within (1) 15 months from the closing of the Offering or (2) up to 18 months or 21 months from the closing of the Offering if the Sponsor has extended the period of time period required for the Company to consummate its initial Business Combination by depositing additional funds into the Company’s Charter Trust Account pursuant to the Amended and Restated Memorandum and Articles of Association and the Trust Agreement or (B) with respect to any other provision relating to the rights of its Public Shareholdersholders of the Ordinary Shares, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasonsany reason, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and each of the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it it, he or she then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its its, his or her shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested (and did not validly withdraw) such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock securities of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of taxes payable)the Trust Account, divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then issued and outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of any taxes payable)the Trust Account, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of such net interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the Public Stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two (2) business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an “ordinary resolution” under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the shareholders who attend and vote at a duly held shareholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock Ordinary Shares of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four (24) months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding shares of Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four (24) months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company Parties to pay taxes (which interest shall be net of taxes payable), divided by (B) the sum of (1) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstandingoutstanding and (2) the Class A Opco Units (other than those held by the Company). If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares, Sponsor Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the sum of (A) the total number of Public Shares then outstandingoutstanding and (B) the Class A Opco Units (other than those held by the Company). If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 15 months from the time period required by closing of the Company’s Charter Offering (or such later date up to 21 months, if the sponsor exercises its “extension options” (as has been approved pursuant to a valid amendment to defined in the Company’s CharterProspectus)), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net less an amount required to satisfy taxes of taxes payable the Company and Opco and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public SharesShares and Class A Opco Units (other than those held by the Company), which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 15 months from the time period required by closing of the Company’s Charter Offering (or up to 21 months, if the sponsor exercises its “extension options”) or (B) with respect to any other provision relating to the rights of its Public Shareholdersholders of the Common Stock or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding shares of Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors advisory committee members have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (or 24 months from the closing of the Offering if the Company extends the period of time period required to consummate an initial Business Combination by an additional six months, subject to the Company’s Charter Sponsor depositing additional funds into the Trust Account (as described more fully in the Prospectus) or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve wind up and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Public Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders meeting stockholders meeting, or such greater vote as may be required by law or applicable stock exchange listing requirement, are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Public Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation from funds in the Trust Account with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the shareholders who attend and vote at a duly held shareholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of less taxes payable and less up to $100,000 of such net interest income to pay dissolution expensesexpenses ), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject subject, in each case case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision material provisions relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering, or (B) with respect to any other provision relating to which adversely affects the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Public Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees, and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by within 12 months of the time period required by closing of the Company’s Charter Offering (or such later date up to 18 months from the closing of the Offering if the Company extends the period of time to consummate a Business Combination, as has been approved pursuant to a valid amendment to described in the Company’s CharterRegistration Statement), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within the 12 months from the closing of the Offering (or up to 18 months from the closing of the Offering if the Company extends the period of time period required by to consummate a Business Combination, as described in the Company’s Charter Registration Statement) or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by the Company’s Charter 24 months (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other material provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (Ai) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (Bii) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (IA) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (IIB) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i1) cease all operations except for the purpose of winding up, (ii2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (AI) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (BII) with respect to any other material provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by the Company’s Charter 18 months (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (Ai) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (Bii) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (IA) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (IIB) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i1) cease all operations except for the purpose of winding up, (ii2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (AI) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders Stockholders the right to have their Public Shares redeemed in connection with its our initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (BII) with respect to any other provision relating to the rights of its Public Shareholdersstockholders’ rights, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income (if any) earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income (if any) earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest (if any) shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months (or 24 months, if extended) from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial a Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 18 months (or 24 months, if extended) from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision provisions relating to the rights of its Public ShareholdersShareholders or pre-initial Business Combination activity, unless the Company offers to redeem the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted votes cast by the shareholders holders of the issued and outstanding ordinary shares present in person or represented by proxy at a duly held shareholders general meeting are voted of the Company and entitled to approve such Business Combinationvote on the matter. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of taxes payable)the Trust Account, divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then issued and outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of any taxes payable)the Trust Account, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of in the capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of such net interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under the laws of the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of in the capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the rights of its Public Shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Offering, or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company Parties to pay taxes (which interest shall be net of taxes payable), divided by (B) the sum of (1) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstandingoutstanding and (2) the Class A Opco Units (other than those held by the Company). If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares, Sponsor Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the sum of (A) the total number of Public Shares then outstandingoutstanding and (B) the Class A Opco Units (other than those held by the Company). If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date up to 24 months, if the sponsor exercises its “extension options” (as has been approved pursuant to a valid amendment to defined in the Company’s CharterProspectus)), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net less an amount required to satisfy taxes of taxes payable the Company and Opco and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public SharesShares and Class A Opco Units (other than those held by the Company), which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering (or up to 24 months, if the sponsor exercises its “extension options”) or (B) with respect to any other provision relating to the rights of its Public Shareholdersholders of the Common Stock or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the closing of the Offering (assuming the Sponsor does not exercise its option to extend the period of time period required the Company will have to complete an initial Business Combination by the Company’s Charter (up to 6 months, or such later date as has been approved pursuant to a valid amendment to the Company’s Charter)Amended and Restated Certificate of Incorporation) , the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (assuming the Sponsor does not exercise its option to extend the period of time period required the Company will have to complete an initial Business Combination by the Company’s Charter up to 6 months) or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of taxes payable)the Trust Account, divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then issued and outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of any taxes payable)the Trust Account, divided by (II) the total number of Public Shares then issued and outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of in the capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the closing of the Offering (or up to 24 months if the Company extends the time period required by to complete an Initial Business Combination as described in the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterProspectus), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of such net interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve liquidate and liquidatedissolve, subject in each case to the Company’s obligations under the laws of the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of in the capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (or up to 24 months if the Company extends the time period required by to complete an Initial Business Combination as described in the Company’s Charter Prospectus) or (B) with respect to any other provision relating to the rights of its Public Shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under law of the Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock securities of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other material provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, Cxxxx Investments and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Charter, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 21 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding shares of Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors advisory committee members have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 21 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder Shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder Shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder Shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder Shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder Shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders Shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all The holders of the Founder Shares have agreed they will vote all Founder Shares and any Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder Shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder Shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders Shareholders at a duly held shareholders Shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder Shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 15 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 50,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders Shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders Shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor Sponsor, PA-2 Co-Investment, the CH Founder Share Subscribers and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the Shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other material provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing , (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering Offering, the Sponsor Loan and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering Offering, the Sponsor Loan and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the closing of the Offering (or 21 months from the closing of the Offering if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Offering, or if the Sponsor elects to extend the time period required by three months as described in the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterProspectus), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (or 21 months from the closing of the Offering if the Company has executed a definitive agreement for a Business Combination within 18 months from the closing of the Offering, or if the Sponsor elects to extend the time period required by three months as described in the Company’s Charter Prospectus) or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, Cxxxx Investments and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Charter, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company Parties to pay taxes (which interest shall be net of taxes payable), divided by (B) the sum of (1) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstandingoutstanding and (2) the Class A Opco Units (other than those held by the Company). If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors directors, director nominees and officers has agreed to vote all of the Founder Shares, Sponsor Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (II) the sum of (A) the total number of Public Shares then outstandingoutstanding and (B) the Class A Opco Units (other than those held by the Company). If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date 27 months if an “agreement in principle event” (as defined in the Prospectus) has been approved pursuant to a valid amendment to the Company’s Charteroccurred), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net less an amount required to satisfy taxes of taxes payable the Company and Opco and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public SharesShares and Class A Opco Units (other than those held by the Company), which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors director nominees have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering(or 27 months if an “agreement in principle event” has occurred) or (B) with respect to any other provision relating to the rights of its Public Shareholdersholders of the Common Stock or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Charter, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by the Company’s 's Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) that would modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within the time period required by the Company’s 's Charter or (B) with respect to any other provision relating to the rights of its Public Shareholders, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders' rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and Offering, the sale from time to time of the Private Placement Warrants and the Xxxxx Loan and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, Xxxxx Investments and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and Offering, the sale from time to time of the Private Placement Warrants and the Xxxxx Loan and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Charter, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the time period required by closing of the Company’s Charter Offering (or such later date up to 24 months if the Company were to extend the period of time to consummate an initial Business Combination as has been approved pursuant to a valid amendment to described in the Company’s CharterProspectus), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (or up to 24 months if the Company were to extend the period of time period required by to consummate an initial Business Combination as described in the Company’s Charter Prospectus) or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, Company may consummate the initial Business Combination and conduct redemptions of Public Ordinary Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable)not previously released to pay taxes, divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering offering (the “Public SharesStock”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, Combination or the Company decides to hold a shareholder stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, officers and the Company’s directors and officers has have agreed to vote all of the their Founder Shares and Public any other Ordinary Shares it then holds, if any, purchased during or after the offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder holding Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale from time to time of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)not previously released to pay taxes, divided by (II) the total number of Public Shares Stock then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares Ordinary Shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders holding Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association of the Company, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four (24) months from the time period required by closing of the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter)offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Company’s outstanding Public SharesStock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including interest (which interest shall be net of taxes payable not previously released to the Company to pay taxes, and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public SharesStock, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) Amended and Restated Memorandum and Articles of Association that would modify affect the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares Stock if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter or (B) with respect to any other provision relating to the rights of its Public Shareholdersoffering, unless the Company offers to redeem the Public Shareholders the right to redeem their Public Shares Stock in connection with such amendment, as described in the Pricing Disclosure Package Statutory Prospectus and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 18 months from the closing of the Offering (assuming the Sponsor does not exercise its option to extend the period of time period required the Company will have to consummate an initial Business Combination by the Company’s Charter (up to 6 months or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Offering (assuming the Sponsor does not exercise its option to extend the period of time period required the Company will have to consummate an initial Business Combination by the Company’s Charter up to 6 months) or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares (as defined below) for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Class A Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Class A Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsors and the Company’s directors and officers has have agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if it obtains the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding shares voted by the shareholders who attend and vote at a duly held shareholders general meeting are voted to approve such Business Combinationof the Company. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested (and not withdrawn such request) such redemption. Only Public Shareholders Stockholders who properly and timely exercise their redemption rightsrights (and not withdrawn such request), in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterCombination, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Class A Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor Each of the Sponsors and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payablepayable by the Company), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payablepayable by the Company), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares shares of Common Stock sold as part of the Public Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants Units and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by the time period required by the Company’s Charter 18 months (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Public Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the stockholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (Ai) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), divided by (Bii) the total number of Ordinary Shares shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (IA) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of any taxes payable), divided by (IIB) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 24 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i1) cease all operations except for the purpose of winding up, (ii2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Shares shares of Common Stock included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (AI) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders Stockholders the right to have their Public Shares redeemed in connection with its our initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 24 months from the time period required by closing of the Company’s Charter Offering or (BII) with respect to any other provision relating to the rights of its Public Shareholdersstockholders’ rights, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with upon approval of such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s Charter, Company may consummate the initial Business Combination and conduct redemptions of Public Ordinary Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable)not previously released to pay taxes, divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, Combination or the Company decides to hold a shareholder vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor Sponsor, officers and the Company’s directors and officers has have agreed to vote all of the their Founder Shares and Public any other Ordinary Shares it then holds, if any, purchased during or after the offering in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder holding Ordinary Shares the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering offering and the sale from time to time of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable)not previously released to pay taxes, divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares Ordinary Shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders holding Ordinary Shares who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association of the Company, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four (24) months from the time period required by closing of the Company’s Charter (or such later date as has been approved pursuant to a valid amendment to the Company’s Charter)offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, Account (including interest (which interest shall be net of taxes payable not previously released to the Company to pay taxes, and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter (A) Amended and Restated Memorandum and Articles of Association that would modify affect the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter or (B) with respect to any other provision relating to the rights of its Public Shareholdersoffering, unless the Company offers to redeem the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package Statutory Prospectus and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of shares of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders at a duly held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by 21 months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding shares of Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers officers, directors and directors advisory committee members have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within 21 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the shareholders’ rights of its Public Shareholdersor pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Memorandum and Articles of Association, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon consummation of such Business Combination without a shareholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares held by such shareholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder vote is required by applicable law or stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if the Company obtains an “ordinary resolution” under Cayman Islands law, which requires the affirmative vote of a majority of the outstanding ordinary shares voted represented in person or by the shareholders proxy and entitled to vote thereon and who vote at a duly held shareholders meeting are voted to approve such Business Combinationgeneral meeting. If, after seeking and receiving such shareholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Shareholder who validly and affirmatively requested such redemption. Only Public Shareholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Memorandum and Articles of Association, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Memorandum and Articles of Association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders holding Ordinary Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Memorandum and Articles of Association (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial Business Combination within 18 months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to the rights of its Public Shareholders’ rights or pre-initial Business Combination activity, unless the Company offers to the Public Shareholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.

Consummate the Initial Business Combination. The Company, subject to any applicable provision of the Company’s CharterAmended and Restated Certificate of Incorporation, may consummate the initial Business Combination and conduct redemptions of Public Shares for cash upon cashupon consummation of such Business Combination without a shareholder stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each shareholder stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the Ordinary Shares shares of Common Stock held by such shareholder stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (x) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (y) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total number of Ordinary Public Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder stockholder vote is required by applicable law or applicable stock exchange listing requirement in connection with the initial Business Combination, or the Company decides to hold a shareholder stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s shareholders stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, each of the Sponsor and the Company’s directors and officers has agreed to vote all of the Founder Shares and Public Shares it then holds, if any, in favor of the Company’s initial Business Combination. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company will offer to each Public Shareholder Stockholder the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust Account, calculated Account as of two business days prior to the consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the sale from time to time of the Private Placement Warrants and (2) interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by (II) the total number of Public Shares then outstanding. If the Company seeks shareholder stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the shareholders stockholders at a duly held shareholders meeting stockholders meeting, or such greater vote as may be required by law or applicable stock exchange listing requirement, are voted to approve such Business Combination. If, after seeking and receiving such shareholder stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders Stockholders who validly and affirmatively requested such redemption. Only Public Shareholders Stockholders who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the CharterAmended and Restated Certificate of Incorporation, shall be entitled to receive distributions from the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four months from the time period required by closing of the Company’s Charter Offering (or such later date as has been approved pursuant to a valid amendment to the Company’s CharterAmended and Restated Certificate of Incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public ShareholdersStockholders’ rights as shareholders stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders Stockholders holding Ordinary Public Shares included in the Units shall be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation from funds in the Trust Account with respect to any other shares of capital stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Company’s Charter Amended and Restated Certificate of Incorporation (A) that would to modify the substance or timing of the Company’s obligation to provide its Public Shareholders the right to have their Public Shares redeemed in connection with its initial Business Combination or to redeem 100% of the Company’s outstanding Public Shares if the Company has not consummated an initial a Business Combination within twenty-four months from the time period required by closing of the Company’s Charter Offering or (B) with respect to any other provision relating to which adversely affects the rights of its Public ShareholdersStockholders, unless the Company offers to the Public Shareholders Stockholders the right to redeem their Public Shares in connection with such amendment, as described in the Pricing Disclosure Package and Prospectus.