Common use of Consummation of Business Combination Clause in Contracts

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust 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 of the Private Placement Warrants and (y) 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 then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”). If, however, a stockholder vote is required by law or stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers, directors and director nominees have agreed to vote all of their Founder Shares and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Stock 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 equal to the Redemption Price. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Public Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 months from the closing of the Offering or as otherwise set forth in the 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 Public Stock, 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 interest to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public 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 the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Stock if the Company has not consummated a Business Combination within twenty-four months from the closing of the Offering or as otherwise set forth in the Amended and Restated Certificate of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, as described in the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock Ordinary Shares held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock 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 Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four eighteen (18) months from the closing of the Offering (or up to twenty-four (24) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 interest to pay dissolution expenses)earned on the funds held in the Trust Account, divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four eighteen (18) months from the closing of the Offering (or up to twenty-four (24) months, as otherwise set forth applicable, from the closing of this offering if extended as described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Shareholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock Ordinary Shares held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public StockShares”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their Founder any Insider Shares and any other shares of Common Stock purchased during or after the Offering Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock 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 Amended and Restated Certificate of Incorporation and bylaws Charter Documents 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or fifteen (15) months or up to twenty-one (21) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) (or such later date as has been approved through a valid amendment to the Company’s Charter Documents), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public StockShares, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $50,000), divided by the number of then outstanding shares of Public StockShares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation that would affect Company’s Charter Documents (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Shares in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock Shares if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or as otherwise set forth in fifteen (15) months or up to twenty-one (21) months from the Amended and Restated Certificate closing of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, this offering if extended as described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Charter Documents) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem the Public Shares upon approval of such amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Common Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Public Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public Common Stock included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Stockholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Common Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Public Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public Common Stock included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Stockholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of ordinary shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the ordinary shares of Common Stock held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days Business Days prior to the consummation of the initial Business Combination, representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Unit 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”)Shares then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their Founder any Insider Shares and any other shares of Common Stock purchased during or after the Offering Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock 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 Redemption Priceaggregate 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 net proceeds held in the Trust Account from the Offering and the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of shares of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock 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 Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public StockShares, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public StockShares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Shares in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock Shares if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or as otherwise set forth in up to eighteen (18) months from the Amended and Restated Certificate closing of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, this offering if extended as described in the Prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem the Public Shares upon approval of such amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days Business Days prior to the consummation of the initial Business Combination, representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Unit 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Public Stock sold as part of the Units in the Offering (the “Public Stock”)then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their Founder any Insider Shares and any other shares of Common Stock purchased during or after the Offering they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Common Stock 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 Redemption Priceaggregate 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 net proceeds held in the Trust Account from the Offering and the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of shares of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Public Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public Common Stock included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Stockholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock Ordinary Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock Ordinary Shares held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock Ordinary Shares sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Public Stock 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 Amended and Restated Certificate of Incorporation and bylaws Charter Documents 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four twelve (12) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) (or such later date as has been approved through a valid amendment to the Company’s Charter Documents), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public Stock Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Amended and Restated Certificate of Incorporation that would affect Company’s Charter Documents (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four twelve (12) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Stockholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust 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 of the Private Placement Warrants and (y) 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 then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”). If, however, a stockholder vote is required by law or stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers, officers and directors and director nominees have agreed to vote all of their Founder Shares and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Stock 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 equal to the Redemption Price. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Public Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Second Amended and Restated Certificate of Incorporation and bylaws 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 months from the closing of the Offering (or twenty-four 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 twenty months from the closing of the Offering) or as otherwise set forth in the Second 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 Public Stock, 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 interest to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public 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 the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Stock if the Company has not consummated a Business Combination within twenty months from the closing of the Offering (or twenty-four 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 twenty months from the closing of the Offering) or as otherwise set forth in the Second Amended and Restated Certificate of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, as described in the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of ordinary shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the ordinary shares of Common Stock held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days Business Days prior to the consummation of the initial Business Combination, representing (x) the net proceeds held in the Trust Account from the Offering and the sale of the Unit 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”)Shares then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their Founder any Insider Shares and any other shares of Common Stock purchased during or after the Offering Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock Class A 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 Redemption Priceaggregate 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 net proceeds held in the Trust Account from the Offering and the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of shares of Public Shares then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Class A Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock Class A 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 Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four nine (9) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public StockShares, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $50,000), divided by the number of then outstanding shares of Public StockShares, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock Class A Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Shares in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock Shares if the Company has does not consummated a consummate an initial Business Combination within twenty-four nine (9) months from the closing of the Offering (or as otherwise set forth in up to eighteen (18) months from the Amended and Restated Certificate closing of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, this offering if extended as described in the Prospectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem the Public Shares upon approval of such amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock Class A Ordinary Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock Class A Ordinary Shares sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering Class A Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock Class A 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock Class A 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 Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four fifteen (15) months from the closing of the Offering (or up to twenty-one (21) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock Class A Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four fifteen (15) months from the closing of the Offering (or up to eighteen (18) or twenty-one (21) months, as otherwise set forth applicable, from the closing of this offering if extended as described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Shareholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust 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 of the Private Placement Warrants and (y) 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 then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”). If, however, a stockholder vote is required by law or stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers, officers and directors and director nominees have agreed to vote all of their Founder Shares and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Stock 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 equal to the Redemption Price. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Public Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Second Amended and Restated Certificate of Incorporation and bylaws 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 months from the closing of the Offering or as otherwise set forth in the Second 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 Public Stock, 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 interest to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public 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 the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Second Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Stock if the Company has not consummated a Business Combination within twenty-four months from the closing of the Offering or as otherwise set forth in the Second Amended and Restated Certificate of Incorporation, unless the Company offers to redeem the Public Stock in connection with such amendment, as described in the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Common Stock 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such redemption. Only Public Stockholders holding shares of Public Common Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four twelve (12) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public Common Stock included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four twelve (12) months from the closing of the Offering (or up to eighteen (18) months from the closing of this offering if extended as otherwise set forth described in the Amended and Restated Certificate of IncorporationProspectus) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity, unless the Company offers provides its Public Stockholders with the opportunity to redeem the Public Stock in connection with upon approval of such amendment, amendment as described in the Registration Statement, the Statutory Prospectus and the Prospectus.

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock Class A Ordinary Shares for cash upon consummation of such Business Combination without a stockholder shareholder vote pursuant to Rule 13e-4 and Regulation 14E under of 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 stockholder shareholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock Class A Ordinary Shares held by such stockholder shareholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust Account Account, calculated as of two business days 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 part 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)and not previously released to the Company to pay taxes, divided by (B) the total number of then outstanding shares of Common Stock Class A Ordinary Shares sold as part of the Units in the Offering (the “Public Stock”)) then outstanding. If, however, a stockholder 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 stockholder shareholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders shareholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, Sponsor and the Company’s officers, directors and director nominees have agreed to vote all of their any Founder Shares and any other shares of Common Stock purchased during or after the Offering Class A Ordinary Shares they then hold in favor of the Company’s initial Business Combination. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company will offer to each Public Stockholder Shareholder holding shares of Public Stock Class A 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 Redemption Priceaggregate 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 part of the Private Placement and (2) any interest income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by (II) the total number of Public Stock then outstanding. If the Company seeks stockholder shareholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock Ordinary Shares voted by the stockholders shareholders at a duly held stockholders shareholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder shareholder approval, the Company elects to so proceed, it will redeem Public Stockshares, at the Redemption Price, from those Public Stockholders Shareholders who validly and affirmatively requested such redemption. Only Public Stockholders Shareholders holding shares of Public Stock Class A 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 Amended and Restated Certificate of Incorporation and bylaws 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 securities of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four fifteen (15) months from the closing of the Offering (or up to twenty-one (21) months from the closing of this offering if extended as otherwise set forth described in the Prospectus) (or such later date as has been approved through a valid amendment to the Company’s Amended and Restated Certificate of IncorporationAmendment), 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 (10) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Public Stock, 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 (which interest shall be net of taxes payable, payable and less up to $100,000 of interest to pay dissolution expensesexpenses up to $100,000), divided by the number of then outstanding shares of Public Stock, which redemption will completely extinguish Public StockholdersShareholders’ rights as stockholders 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 stockholders shareholders and the Company’s board of directors, dissolve proceed to commence a voluntary liquidation and liquidatethereby a formal dissolution of the Company, subject in each case to the Company’s its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders Shareholders holding shares of Public Stock Class A Ordinary Shares included in the Securities 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 securities of the Company. The Sponsor and the Company’s officers officers, directors and directors have agreed that they director nominees will not propose any amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect (A) to modify the substance or timing of the Company’s obligation to provide for the redemption of Public Stock in connection with its initial Business Combination or to redeem 100% of the outstanding Public Stock if the Company has does not consummated a consummate an initial Business Combination within twenty-four fifteen (15) months from the closing of the Offering (or as otherwise set forth in the Amended and Restated Certificate of Incorporation, unless the Company offers up to redeem the Public Stock in connection with such amendment, as described in the Prospectus.eighteen

Consummation of Business Combination. The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination without a 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 stockholder of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock held by such stockholder for an amount (the “Redemption Price”) of cash equal to (A) the aggregate amount then on deposit in the Trust 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 of the Private Placement Warrants and (y) 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 then outstanding shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”). If, however, a stockholder vote is required by law or stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a stockholder vote for business or other reasons, the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers, directors and director nominees have agreed to vote all of their Founder Shares and any other shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Public Stock 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 equal to the Redemption Price. If the Company seeks stockholder approval of the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares of Common Stock voted by the stockholders at a duly held stockholders meeting are voted to approve such Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding Common Stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If, after seeking and receiving such stockholder approval, the Company elects to so proceed, it will redeem Public Stock, at the Redemption Price, from those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding shares of Public Stock who properly exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate of Incorporation and bylaws 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 months from the closing of the Offering or as otherwise set forth in the 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 Public Stock, 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 interest to pay dissolution expenses), divided by the number of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding shares of Public 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 the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any amendment to the Amended and Restated Certificate of Incorporation (A) in a manner that would affect modify the substance or timing of the Company’s obligation to redeem 100% of the outstanding Public Stock if the Company has not consummated a Business Combination within twenty-four months from the closing of the Offering or as otherwise set forth in (B) with respect to any other material provision relating to the Amended and Restated Certificate rights of Incorporationholders of Common Stock or pre-initial Business Combination activity, unless the Company offers to redeem the Public Stock in connection with such amendment, as described in the Prospectus.